APS 2015 Annual Report Download - page 244

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 tax withholding election described in Section 9.
9. 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 in connection with a payout of Stock
hereunder by check or by having the Company withhold shares of Stock from such payout. No later than April 15, _______, Employee
must elect, on the election form attached hereto, how Employee will satisfy the tax 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),
6