APS 2013 Annual Report Download - page 246

be forfeited effective as of the date that Employee terminates active employment with the Company or any of its Subsidiaries.
6. Section 409A Compliance. If the Company concludes, in the exercise of its discretion, that this Award is subject to Section 409A of the
Code, the Plan and this Award Agreement shall be administered in compliance with Section 409A and each provision of this Award
Agreement and the Plan shall be interpreted to comply with Section 409A. If the Company concludes, in the exercise of its discretion, that
this Award is not subject to Section 409A, but, instead, is eligible for the short-term deferral exception to the requirements of Section 409A,
the Plan and this Award Agreement shall be administered to comply with the requirements of the short-term deferral exception to the
requirements of Section 409A and each provision of this Award Agreement and the Plan shall be interpreted to comply with the requirements
of such exception. In either event, Employee does not have any right to make any election regarding the time or form of any payment due
under this Award Agreement other than the election described in Section 4(b).
7. Tax Withholding. Employee is responsible for any and all federal, state, and local income, payroll or other tax obligations or
withholdings (collectively, the “Taxes”) arising out of this Award. Employee shall pay any and all Taxes due prior to the payout of Stock
or cash hereunder by check or other arrangement acceptable to the Company. Employee shall pay any and all Taxes due in connection with
a payout of Stock or cash hereunder by check or by having the Company withhold cash or shares of Stock from such payout. No later
than April 30, , Employee must elect, on the election form described in Section 4(b), how Employee will satisfy the tax obligations
upon a payout. In the absence of a timely election by Employee, Employee’s tax withholding obligation upon a payout will be satisfied
through the Company’s withholding of cash or shares of Stock as set forth above.
8. 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.
9. 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
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