APS 2013 Annual Report Download - page 245

transferrable shares of Stock or 50% cash and 50% in fully transferrable shares of Stock. Except as provided in
Section 3(d) above following a termination of employment without cause, if a Restricted Stock Unit vests prior to the applicable
Vesting Date due to Employee’s status as a Late Career Recipient or Employee’s death, Disability, Early Retirement, or Normal
Retirement, the payment will be made on the Vesting Date applicable to such Restricted Stock Unit. Except as provided in
Section 3(d) above following a termination of employment without cause, any cash payment will be based on the Fair Market
Value of one share of Stock determined as of the applicable Vesting Date. The payment shall be made within 30 days of the
applicable Vesting Date, provided that any payment for a Restricted Stock Unit that vests prior to the applicable Vesting Date due
to the death or Disability of Employee, or due to the retirement of a Late Career Recipient, shall be made no later than March 15 of
the year following the year in which Employee dies, becomes Disabled, or, in the case of a Late Career Recipient, retires. If
Employee dies after acquiring a vested interest in the Restricted Stock Units but before receiving payment for the Restricted Stock
Units, the payment will be made to Employee’s designated beneficiary in accordance with the elections previously made by
Employee.
(b) Election of Form of Payment. No later than April 30, , Employee must elect to receive payment for Employee’s vested
Restricted Stock Units and Dividend Equivalents in fully transferable shares of Stock or 50% in cash and 50% in fully
transferrable shares of Stock by completing and returning to the Company the election form attached to this Agreement. In the
absence of a timely election by Employee, Employee will receive payment for the vested Restricted Stock Units and Dividend
Equivalents in fully transferable shares of Stock.
(c) Dividend Equivalents. In satisfaction of the Dividend Equivalents Award made pursuant to Section 1, at the time of the
Company’s delivery of payment pursuant to Section 3 or Section 4(a), the Company also will deliver to Employee a payment
equal to the amount of dividends, if any, that Employee would have received if Employee had directly owned the Stock to which
the Restricted Stock Units relate from the Date of Grant to the applicable Vesting Date, plus interest on such amount at the rate of
5 percent compounded quarterly. Pursuant to the election filed by the Employee pursuant to Section 4(b), payment for the
Dividend Equivalents and interest will be made in fully transferrable shares of Stock, or 50% in cash and 50% in fully
transferrable shares of Stock. 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 vesting. 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) Impact on Pension Plans. The value of the shares of Stock distributed upon payment for the Restricted Stock Units and
Dividend Equivalents will be disregarded for purposes of calculating the amount of Employee’s benefit under any Company
retirement plans.
5. Termination of Award. Except as otherwise provided in Section 3 above or in Article 15 of the Plan, in the event of the termination of
Employee’s employment with the Company or any of its Subsidiaries, whether due to voluntary or involuntary termination, retirement,
death, disability or otherwise, Employee’s right to vest in any additional Restricted Stock Units or Dividend Equivalents under the Plan or
this Award Agreement, if any, will terminate. Any unvested Restricted Stock Units and the related Dividend Equivalents will
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