APS 2015 Annual Report Download - page 245

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, 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 11, 12(a), [or] 12(b), [or 12(c)] in a material respect, the Company may (i)
cause any of Employee’s unvested Performance Shares and related Dividend Equivalents to be cancelled and forfeited, (ii) refuse
to deliver shares of Stock or cash in exchange for vested Performance Shares 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.
13. Clawback. The portion of this Award, if any, that is earned based on the Company’s Total Shareholder Return will be subject to potential
forfeiture or recovery to the extent called for by the Company’s Clawback Policy, which is intended to be responsive to the final rules to be
issued by the Securities and Exchange Commission and the listing standards to be adopted by the New York Stock Exchange pursuant to
Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Clawback Policy may include such other provisions
as the Human Resources Committee of the Board of Directors determines to be necessary or appropriate either to comply with any
applicable law or listing standard or in light of Company ethics or other policies and practices. Specific requirements of the Clawback
Policy may be adopted and amended at such times as the Human Resources Committee of the Board of Directors determines in its
discretion. By accepting this Award, Employee consents and agrees to abide by such Clawback Policy.
14. 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.
15. 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 the same meanings ascribed to them in the Plan. By signing this Award Agreement, Employee
acknowledges receipt of a copy of the Plan and the related Plan prospectus.
16. Amendment. Except as provided below, any amendments to this Award Agreement must be made by a written agreement executed by
the Company and Employee. The Company may amend this Award Agreement unilaterally, without the consent of Employee, if the
change (i) is required by law
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