APS 2013 Annual Report Download - page 244

(as defined below), the Restricted Stock Units will fully vest and no longer be subject to the restrictions of and forfeiture
under this Award Agreement upon Employee’s death or Disability.
(ii) The Restricted Stock Units will fully vest and no longer be subject to the restrictions of and forfeiture under this Award
Agreement upon Employee’s termination of employment which constitutes an Early Retirement or a Normal Retirement.
(c) Late Career Recipient. 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 the date of a Late Career Recipient’s retirement (the “Effective Date”), a portion of
Employee’s unvested Restricted Stock Units that would have vested on the next Vesting Date will vest on a straight pro-rata
basis based on the number of days elapsed between the last Vesting Date (or, if a Vesting Date has not yet occurred, the Date of
Grant) and the Effective Date. Payment will be made on the next Vesting Date following the Effective Date in accordance with
Section 4(a). 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.
(d) Termination Without Cause. In the event Employee’s employment is terminated by the Company without cause, the Chief
Executive Officer of the Company (the “CEO”) may determine in his discretion if, to what extent, and when, any unvested
portion of the Restricted Stock Units granted pursuant to this Award should vest; provided, however, that (i) any vesting of
unvested Restricted Stock Units pursuant to this Section 3(d) shall be approved by the Chair of the Committee, and (ii) nothing
herein shall obligate the CEO to exercise his discretion to cause any unvested Restricted Stock Units to vest.
(e) Termination For Cause. Notwithstanding any other provision in this Section 3, in the event Employee’s employment 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 cash payment or Stock hereunder that Employee would otherwise be entitled to
receive following his or her date of termination. For purposes only of this Section 3(e), “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.
(f) Disability. “Disability” has the meaning set forth for such term in the Retirement Plan.
4. Payment.
(a) Time and Form of Payment. When a Restricted Stock Unit vests in accordance with Section 3 above, Employee (or his or her
estate) shall receive in exchange for each Restricted Stock Unit one unrestricted fully transferrable share of Stock. Employee may
elect, pursuant to Section 4(b), to receive payment for the Restricted Stock Units payable on any Vesting Date in the form of fully
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