APS 2013 Annual Report Download - page 247

perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. For purposes of this
Section 9, 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.
10. 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 the
Company and its Affiliates with their employees.
(c) [No Pledging or Hedging. Employee agrees that during his or her term of employment and for a period of 90 days thereafter,
Employee will not pledge, margin, hypothecate, hedge, or otherwise grant an economic interest in any shares of Company stock
received by Employee pursuant to this Award (net of shares sold or surrendered to meet tax withholding or exercise requirements).
This restriction shall extend to the purchase or creation of any short sales, zero-cost collars, forward sales contracts, puts, calls,
options or other derivative securities in respect of any shares of Company stock.]
(d) Remedies. If Employee fails to comply with Sections 9, 10(a), [or] 10(b) [or 10(c)] in a material respect, the Company may
(i) cause any of Employee’s unvested Restricted Stock Units and related Dividend Equivalents to be cancelled and forfeited,
(ii) refuse to deliver shares of Stock or cash in exchange for vested Restricted Stock Units or Dividend Equivalents, and/or
(iii) pursue any other rights and remedies the Company may have pursuant to this Award Agreement or the Plan at law or in
equity including, specifically, injunctive relief.
11. Non-Transferability. Neither this Award nor any rights under this Award Agreement may be assigned, transferred, or in any manner
encumbered except as provided in the Plan.
12. Definitions: Copy of Plan and Plan Prospectus . To the extent not specifically defined in this Award Agreement, all capitalized terms
used in this Award Agreement will have
5