Common use of Termination by Executive for Good Reason Clause in Contracts

Termination by Executive for Good Reason. At any time during the Term, Executive may terminate his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consent: (i) failure of the Company to obtain the assumption of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive for Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment within thirty (30) days of the Termination Date. The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after the Termination Date.

Termination by Executive for Good Reason. At any time during In the Term, event that Executive may terminate terminates his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consent: (i) failure of with the Company to obtain the assumption of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive for Good Reason, the Company’s obligation Company shall pay Executive an amount equal to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate his Base Annual Salary owed for the remaining period of year in which the Term (together the “Severance Payment”). The Severance Payment will be paid termination occurs in a single lump sum cash payment within thirty (30) days as soon as administratively feasible following the Date of the Termination Date. The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) but no later than 70 days after the Date of Termination Date(subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time.

Termination by Executive for Good Reason. At Executive has the right, in his reasonable determination at any time during the Term, Executive may to terminate his employment with the Company for Good Reason (as defined in this Section 6(c) below) by giving APSI sixty written notice to the Company as described in this Section 6(c) below. Prior to the effectiveness of termination for Good Reason, the Company shall be given thirty (6030) calendar days’ prior written notice specifying in from Executive, specifically identifying the reasons which are alleged to constitute Good Reason, and an opportunity to cure; provided, however, that Executive shall have no obligation to continue his employment with the Company following such thirty (30) calendar day notice period unless the basis for Company cures the event(s) giving rise to Executive’s Good Reason terminationnotice. For purposes of As used in this AgreementSection 6(c), the term “Good Reason” means the occurrence of any of the following events without Executive’s consent: shall mean and include (i) failure assignment to Executive of the Company to obtain the assumption of the obligations to perform the Agreement by any successor; duties materially inconsistent with Executive’s position, (ii) reduction requiring Executive to move his place of ten percent (10%) employment more than 50 miles from his place of employment prior to such move, or more in the Base Salary; (iii) demotion or a material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation breach by the Company of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as of the Effective Datethis Agreement; provided however, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination that in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reasoncase Executive has not consented thereto. Upon a termination by If Executive terminates his employment for Good Reason, the Company’s obligation to pay Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or provide him program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with compensation regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Agreement will immediately terminateSection 6(c), except that Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company will pay or provide Executive with (x) and related entities and individuals, within the Accrued Compensation timeframe and (y) in a form to be prescribed by the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”)Company. The Severance Payment will severance shall be paid in a single lump sum equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within thirty ninety (30) days of the Termination Date. The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (3090) days after the Termination Datedate of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(c) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(c) shall not apply if Executive terminates his employment with the Company or a succeeding entity for Good Reason upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control. Executive has the right, at any time during the Term, to terminate his employment with the Company without Good Reason (as defined above) by giving written notice to the Company, which termination shall be effective sixty (60) calendar days from the date of such written notice. If Executive terminates his employment without Good Reason, the Company’s obligation to Executive shall be limited solely to the payment of unpaid Base Salary accrued up to the effective date of termination plus any accrued but unpaid bonus and benefits.

Termination by Executive for Good Reason. At any time during In the Term, event that Executive may terminate terminates his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consent: (i) failure of the Company to obtain the assumption of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive with Employer for Good Reason, the Company shall pay Executive an amount equal to one (1) times his Base Annual Salary in cash lump sum as soon as administratively feasible but no later than March 15th following the calendar year of the Date of Termination. Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements and his unpaid Base Annual Salary through to the Date of Termination in accordance with the Company’s obligation normal payroll practices. Any unpaid STIP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the STIP bonus for other participants is paid but in no event later than March 15th following the calendar year of the applicable STIP bonus. The Company shall pay Executive the Executive’s award under any STIP for the calendar year of his Date of Termination (a) calculated on the basis of Executive having fully met all individual performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to pay or provide him result in a maximum bonus), (b) paid on the basis of a deemed twelve (12) month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th after the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with compensation Section 5(f); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time and Executive shall be entitled to all benefits under this Agreement will immediately terminate, except that Section 5(e) subject to the Company will pay or provide Executive with (x) the Accrued Compensation terms and (y) the aggregate Base Salary owed for the remaining period conditions of the Term (together the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment within thirty (30) days of the Termination Date. The Severance Payment is subject applicable plan documents and arrangements, as amended from time to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after the Termination Datetime.

Termination by Executive for Good Reason. At any time during Executive’s employment pursuant to this Agreement shall terminate in the Term, event Executive may terminate his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, shall determine that there is “Good Reason” means to terminate his employment, which shall mean the occurrence following: a. Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; b. the assignment to Executive of any of the following events without duties that are substantially inconsistent with or materially diminish Executive’s consent: (i) position prior to execution of this Agreement; c. a material reduction of Executive’s salary, other than as a result of a general salary reduction affecting substantially all Company employees; d. any failure of by the Company to obtain the assumption of the obligations to perform the this Agreement by any successorsuccessor or assign of the Company; (ii) reduction of ten percent (10%) or e. a requirement that the Executive be based at any office or location more in the Base Salary; (iii) demotion or material adverse change in than 50 miles from Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a primary work location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as the Effective Date of this Agreement. Provided that Executive has provided with notice of the Effective Date; provided howeverexistence of a condition giving rise to “Good Reason” to terminate within ninety (90) days following the initial existence of such a condition, the Company will Employer shall have thirty (30) days from its receipt of to cure any such alleged breach, assignment, reduction or requirement under Subsections a, b, c and e, above, after Executive provides Employer written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable)actions or omissions constituting such breach, and if the Company does not cure the assignment, reduction or requirement. If Executive resigns his employment for Good Reason, the Good Reason termination will Executive shall be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within paid no later than sixty (60) days after he knows or should have known from the termination date in a lump sum: a. (i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. ▇. ▇▇▇▇▇▇▇▇▇ pay of three (3) months’ worth of Executive’s salary at the initial existence of rate in effect on the condition listed above making any such termination a termination for Good Reasondate. Such payments will be subject to all appropriate deductions and withholdings. Upon a termination by termination, Executive for Good Reasonwill have no rights to any unvested benefits or any other compensation. Executive shall only be entitled to such severance pay if, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment within thirty (30) days following the date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholder of the Termination Date. The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after the Termination DateCompany.

Termination by Executive for Good Reason. At any time during In the Term, event that Executive may terminate terminates his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consent: (i) failure of with the Company to obtain the assumption of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive for Good Reason, the Company’s obligation Company shall pay Executive an amount equal to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate his Base Annual Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will be paid year in which termination occurs in a single lump sum cash payment within thirty (30) days as soon as administratively feasible following the Date of the Termination Date. The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) but no later than 70 days after the Date of Termination Date(subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time.

Termination by Executive for Good Reason. At any time during It is expressly acknowledged and agreed that if Executive's employment shall be terminated because the Term, Executive may terminate his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consent: (i) failure of the Company to obtain the assumption of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive resigns for Good Reason, then all of the Company’s obligation to pay or provide him with compensation obligations under Sections 1 through 5 of the Company and benefits under this Agreement will immediately terminate, Executive shall cease except that the Company will pay shall pay, or provide the following benefits, to Executive with without further recourse or liability to the Company: (xi) an amount equal to the Accrued Compensation and (y) the aggregate unpaid portion of Executive's Current Base Salary owed earned through the Termination Date; (ii) an amount equal to the prorata Annual Management Bonus, if any, for the remaining period completed portion of the Term current annual pay period where the total Annual Management Bonus is determined in accordance with Section 5.2; (together iii) an amount equal to the “Severance Payment”)value of Executive's vacation pay accrued as of the Termination Date; (iv) one (1) year's Current Base Salary as severance in pay continuation. The Severance Payment will be paid made in bi-weekly payments during the Initial Salary Continuation Period; (v) during the Total Salary Continuation Period, Executive will continue to be eligible for medical, dental and vision plans in which the Executive was a single lump sum payment within thirty (30) days of participant at the Termination Date. The Severance Payment Company will continue to pay the employer portion of the costs of these plans during the Total Salary Continuation Period; (vi) if the Executive has not found full time comparable executive position with another employer during the Initial Salary Continuation Period, the Company will extend the bi-weekly payment plan on a month to month basis until the earlier to occur of (A) one (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, subject only to the Executive's obligation to inform the Company's Human Resources Department that Executive's search for replacement employment is subject to ongoing and continuing in good faith. Said Notice from Executive shall be made on the 15th of the month commencing with the last month of the Initial Salary Continuation Period and monthly thereafter as applicable. Notice shall be made in accordance with Section 13 of this Agreement. Executive's rights under the Total Salary Continuation Period shall not be offset by income earned from consulting fees with the Company, by short term and/or sporadic consulting fees earned from any other business entity or by income received for part time employment with another business entity; and (vii) any and all payment by the Company under this Agreement are and shall be specifically conditioned upon full compliance by the Executive with all elements of the Executive Invention, Nondisclosure, Noncompetition and Nonsolicitation Agreement (attached as Exhibit B) and the other applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after the Termination Dateprovisions of this Agreement.

Termination by Executive for Good Reason. At any time during Executive may terminate his employment hereunder for Good Reason upon 30 days written notice to the TermCompany which notice must be given within 90 days of the occurrence of the condition that is the basis for such Good Reason; provided, however, that, if the basis for such Good Reason is correctible and the Company has corrected the basis for such Good Reason within 30 days after receipt of such notice, Executive may not then terminate his employment for Good Reason with respect to the matters addressed in the written notice, and therefore Executive’s notice of termination will automatically become null and void. At the time Executive’s employment is terminated by giving APSI sixty Executive for Good Reason (60) days’ prior written notice specifying in i.e., at the expiration of such notice period), the basis for the Good Reason termination. For purposes of this AgreementTerm will terminate, “Good Reason” means the occurrence of any all obligations of the following events without Company and Executive under Sections 1 through 3 will immediately cease (except as expressly provided below), and the Company will pay Executive’s consent: , and Executive will be entitled to receive, the following: (i) failure of the Company to obtain the assumption of the obligations to perform the Agreement by any successor; Executive’s Compensation Accrued at Termination; (ii) reduction Continuation of ten percent (10%a) or more in the Base Executive’s Annual Salary; , determined as of the date of the Executive’s termination, and (b) reimbursements to the Executive for the Executive Specific Benefits for a period of twelve months, commencing as of the date of the Executive’s termination; (iii) demotion or material adverse change in Executive’s principal positionFor a period of twelve (12) months, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office commencing as of the Effective Date; provided howeverdate of the Executive’s termination, the Company will have thirty (30) days from its receipt of any written notice provide for the Executive’s continued participation in the Company group life, hospitalization, medical and disability benefit plans in which the Executive was enrolled immediately prior to his termination. Continued participation in such plans will be on the same terms as applicable to other executives of the Good Reason Company and will be in accordance with the terms of such plans. The continuation of benefits provided for herein will be concurrent with the Executive’s COBRA continuation rights; (iv) All equity awards held by Executive at termination in shall become vested and all other terms of such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted; and (v) All other rights under any other compensatory or benefit plan shall be governed by such plan. Payments and benefits under this Section 5.4 are subject to take corrective action to cure Section 5.6 hereof. If any payment or benefit under this Section 5.4 is based on Annual Salary or other level of compensation or benefits at the Good Reason (if curable), time of Executive’s termination and if a reduction in such Annual Salary or other level of compensation or benefit was the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, basis for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a Executive’s termination for Good Reason. Upon a termination by Executive for Good Reason, then the Company’s obligation Annual Salary or other level of compensation in effect before such reduction shall be used to pay calculate payments or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment within thirty (30) days of the Termination Date. The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after the Termination DateSection 5.4.

Termination by Executive for Good Reason. At any time during It is expressly acknowledged and agreed that if Executive's employment shall be terminated because the Term, Executive may terminate his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consent: (i) failure of the Company to obtain the assumption of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive resigns for Good Reason, then all of the Company’s obligation to pay or provide him with compensation obligations under Sections 1 through 5 of the Company and benefits under this Agreement will immediately terminate, Executive shall cease except that the Company will pay shall pay, or provide the following benefits, to Executive with without further recourse or liability to the Company: (xi) an amount equal to the Accrued Compensation and (y) the aggregate unpaid portion of Executive's Current Base Salary owed earned through the Termination Date; (ii) an amount equal to the prorata Annual Management Bonus for the remaining period completed portion of the Term current annual pay period where the total Annual Management Bonus is determined in accordance with Section 5.2; (together iii) an amount equal to the “Severance Payment”)value of Executive's vacation pay accrued as of the Termination Date; (iv) one (1) year's Current Base Salary as severance in pay continuation. The Severance Payment will be paid made in bi-weekly payments during the Initial Salary Continuation Period; (v) during the Total Salary Continuation Period, Executive will continue to be eligible for medical, dental and vision plans in which the Executive was a single lump sum payment within thirty (30) days of participant at the Termination Date. The Severance Payment Company will continue to pay the employer portion of the costs of these plans during the Total Salary Continuation Period; (vi) if the Executive has not found full time comparable executive position with another employer during the Initial Salary Continuation Period, the Company will extend the bi-weekly payment plan on a month to month basis until the earlier to occur of (A) one (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, subject only to the Executive's obligation to inform the Company's Human Resources Department that Executive's search for replacement employment is subject to ongoing and continuing in good faith. Said Notice from Executive shall be made on the 15th of the month commencing with the last month of the Initial Salary Continuation Period and monthly thereafter as applicable. Notice shall be made in accordance with Section 13 of this Agreement. Executive's rights under the Total Salary Continuation Period shall not be offset by income earned from consulting fees with the Company, by short term and/or sporadic consulting fees earned from any other business entity or by income received for part time employment with another business entity; and (vii) any and all payment by the Company under this Agreement are and shall be specifically conditioned upon full compliance by the Executive with all elements of the Executive Invention, Nondisclosure, Noncompetition and Nonsolicitation Agreement (attached as Exhibit B) and the other applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after the Termination Dateprovisions of this Agreement.

Termination by Executive for Good Reason. At any time during Executive’s employment pursuant to this Agreement shall terminate in the Term, event Executive may terminate his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, shall determine that there is “Good Reason” means to terminate his employment, which shall mean the occurrence of any following: a. Employer’s material breach of the following events without terms of this Agreement or any other written agreement between Executive and Employer; b. a material reduction of Executive’s consent: (i) salary, other than as a result of a general salary reduction affecting substantially all Company employees; c. any failure of by the Company to obtain the assumption of the obligations to perform the this Agreement by any successor; (ii) reduction successor or assign of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilitiesCompany; or (iv) relocation of Executive’s principal place of employment to a location Provided that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as has provided with notice of the Effective Date; provided howeverexistence of a condition giving rise to “Good Reason” to terminate within ninety (90) days following the initial existence of such a condition, the Company will Employer shall have thirty (30) days from its receipt of to cure any such alleged breach, assignment, reduction or requirement referenced above, after Executive provides Employer written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable)actions or omissions constituting such breach, and if the Company does not cure the Good Reasonassignment, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for reduction or requirement. If Executive to exercise resigns his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive employment for Good Reason, Executive shall be paid no later than fourteen (14) days from the Companytermination date in a lump sum: (i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s obligation then current policy on business expenses. b. ▇▇▇▇▇▇▇▇▇ pay of twelve (12) months’ worth of Executive’s salary at the rate in effect on the termination date. c. the amount equal to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except to the cost of twelve (12) months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date; and d. an additional tax gross up payment in an amount necessary so that the Company will pay or provide amount received by Executive with to cover COBRA premiums under Section 7(c) after all applicable witholding tax is deducted (xusing applicable supplemental wage witholding rates) is the Accrued Compensation and (yfull amount Executive would have received under Section 7(c) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”)if no tax witholding was made. The Severance Payment Such payments will be paid in a single lump sum payment subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights to any unvested benefits or any other compensation. Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholder of the Termination DateCompany. The Severance Payment is subject Upon termination of Executive’s employment due to Executive’s Resignation for Good Reason, all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after unvested stock options, awards, etc., shall immediately fully vest for the Termination Datebenefit of Executive’s estate.

Termination by Executive for Good Reason. At any time during It is expressly acknowledged and agreed that if Executive's employment shall be terminated because the Term, Executive may terminate his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consent: (i) failure of the Company to obtain the assumption of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive resigns for Good Reason, then all of the Company’s obligation to pay or provide him with compensation obligations under Sections 1 through 5 of the Company and benefits under this Agreement will immediately terminate, Executive shall cease except that the Company will pay shall pay, or provide the following benefits, to Executive with without further recourse or liability to the Company: (xi) an amount equal to the Accrued Compensation and (y) the aggregate unpaid portion of Executive's Current Base Salary owed earned through the Termination Date; (ii) an amount equal to the prorata Annual Management Bonus, if any, for the remaining period completed portion of the Term current annual pay period where the total Annual Management Bonus is determined in accordance with Section 5.2; (together iii) an amount equal to the “Severance Payment”)value of Executive's vacation pay accrued as of the Termination Date; (iv) one (1) year's Current Base Salary as severance in pay continuation. The Severance Payment will be paid made in bi-weekly payments during the Initial Salary Continuation Period; (v) during the Total Salary Continuation Period, Executive will continue to be eligible for medical, dental and vision plans in which the Executive was a single lump sum payment within thirty (30) days of participant at the Termination Date. The Severance Payment Company will continue to pay the employer portion of the costs of these plans during the Total Salary Continuation Period; (vi) if the Executive has not found full time comparable executive position with another employer during the Initial Salary Continuation Period, the Company will extend the bi-weekly payment plan on a month to month basis until the earlier to occur of (A) one (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, subject only to the Executive's obligation to inform the Company's Human Resources Department that Executive's search for replacement employment is subject to ongoing and continuing in good faith. Said Notice from Executive shall be made on the 15 of the month commencing with the last month of the Initial Salary Continuation Period and monthly thereafter as applicable. Notice shall be made in accordance with Section 13 of this Agreement. Executive's rights under the Total Salary Continuation Period shall not be offset by income earned from consulting fees with the Company, by short term and/or sporadic consulting fees earned from any other business entity or by income received for part time employment with another business entity; and (vii) any and all payment by the Company under this Agreement are and shall be specifically conditioned upon full compliance by the Executive with all elements of the Executive Invention, Nondisclosure, Noncompetition and Nonsolicitation Agreement (attached as Exhibit B) and the other applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after the Termination Dateprovisions of this Agreement.

Termination by Executive for Good Reason. At any time during Executive’s employment pursuant to this Agreement shall terminate in the Term, event Executive may terminate his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, shall determine that there is “Good Reason” means to terminate his employment, which shall mean the occurrence of any following: a. Employer’s material breach of the following events without terms of this Agreement or any other written agreement between Executive and Employer; b. a material reduction of Executive’s consent: (i) salary, other than as a result of a general salary reduction affecting substantially all Company employees; c. any failure of by the Company to obtain the assumption of the obligations to perform the this Agreement by any successor; (ii) reduction successor or assign of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilitiesCompany; or (iv) relocation of Executive’s principal place of employment to a location Provided that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as has provided with notice of the Effective Date; provided howeverexistence of a condition giving rise to “Good Reason” to terminate within ninety (90) days following the initial existence of such a condition, the Company will Employer shall have thirty (30) days from its receipt of to cure any such alleged breach, assignment, reduction or requirement referenced above, after Executive provides Employer written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable)actions or omissions constituting such breach, and if the Company does not cure the Good Reasonassignment, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for reduction or requirement. If Executive to exercise resigns his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive employment for Good Reason, Executive shall be paid no later than fourteen (14) days from the Companytermination date in a lump sum: (i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s obligation then current policy on business expenses. b. ▇▇▇▇▇▇▇▇▇ pay of six (6) months’ worth of Executive’s salary at the rate in effect on the termination date. c. the amount equal to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except to the cost of six (6) months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date; and d. an additional tax gross up payment in an amount necessary so that the Company will pay or provide amount received by Executive with to cover COBRA premiums under Section 7(c) after all applicable witholding tax is deducted (xusing applicable supplemental wage witholding rates) is the Accrued Compensation and (yfull amount Executive would have received under Section 7(c) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”)if no tax witholding was made. The Severance Payment Such payments will be paid in a single lump sum payment subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights to any unvested benefits or any other compensation. Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholder of the Termination DateCompany. The Severance Payment is subject Upon termination of Executive’s employment due to Executive’s Resignation for Good Reason, all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after unvested stock options, awards, etc., shall immediately fully vest for the Termination Datebenefit of Executive’s estate.

Termination by Executive for Good Reason. At any time Termination by the Company Other Than for Cause, Death, Disability, Retirement, or Normal Expiration of Employment Period. If, during the TermEmployment Period: (i) the Company terminates Executive’s employment other than for Cause, death, Disability, or Retirement, or (ii) Executive may terminate his terminates employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in following the Company’s failure to cure such notice the basis for the Good Reason termination. For purposes as set forth in Section 5(c) of this Agreement, “Good Reason” means the occurrence of any of Company will pay Executive the following events without Executive’s consent: amounts and provide the following benefits: (i) failure Executive’s Base Salary earned through the Date of Termination to the Company extent not already paid (such amount is hereinafter referred to obtain as the assumption “Accrued Obligations”) will be paid as soon as practicable after the Date of Termination per the obligations to perform the Agreement by any successor; Company’s customary payroll practices; (ii) reduction of ten percent (10%) to the extent not previously paid or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title provided and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office only if earned as of the Effective Date; provided howeverDate of Termination, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive for Good Reason, the Company’s obligation to timely pay or provide him with compensation and to Executive any other amounts or benefits which Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company (the “Other Benefits”) pursuant to the terms of such Other Benefits; and (iii) subject to Section 13(i) of this Agreement will immediately terminateand Executive’s execution of a Release in substantially the form of Exhibit B hereto (the “Release”) within the time set forth in Section 6(g) of this Agreement, except that the Company will pay or to Executive in a lump sum in cash the amount in (A) on the 30th day after the Date of Termination, pay the amount in (B) as set forth below, and provide Executive with the benefits in (xC): (A) a single year of compensation in an amount equal to one (1) times the Accrued Compensation and (y) the aggregate highest combined annual Base Salary owed for and Variable Compensation earned by Executive from the remaining period Company, including any such amounts earned but deferred, in the last three fiscal years before the Date of Termination, less normal withholdings, and an additional amount (the Term “Retention Benefit”) equal to one-twelfth (together 1/12) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three fiscal years before the Date of Termination, less normal withholdings, times the number of full years beyond ten (10) years that the Executive was consecutively employed by the Company prior to the Date of Termination, less normal withholdings (collectively the “Severance PaymentBenefits”); provided, however, that the maximum amount that Executive may receive under this Section 6(a)(iii)(A) is two (2) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three fiscal years before the Date of Termination. The Notwithstanding the foregoing, if the Date of Termination occurs within 12 months after or otherwise in contemplation of a Change in Control, as defined in Exhibit C, Executive will receive Severance Payment will be paid Benefits in an amount equal to two (2) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three fiscal years before the Date of Termination, less normal withholdings, but no Retention Benefit. Executive’s entitlement to receive and retain the amounts set forth in this Section 6 are conditioned on Executive’s compliance with the Restrictions on Conduct described in Section 11. With respect to any amounts due Executive under this Section 6(a)(iii)(A), Executive may elect to receive such amounts in a single lump sum payment within thirty (30) days or in bi-weekly installments pursuant to the Company’s normal payroll cycle during the term of the Termination Date24-month period referenced in Sections 11(c)(i) through 11(c)(vi); (B) a bonus equal to the pro rata portion (based on the number of days elapsed in the current fiscal year through the Date of Termination) of the current fiscal year annual variable compensation, if any, that would otherwise be payable if the Executive had continued employment through the end of the current fiscal year, based on actual performance (the “Pro Rata Bonus”). The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation Pro Rata Bonus, if any, less normal withholdings will be paid within thirty 30 days of the Committee’s certification that the Executive has met the necessary performance criteria, which will be no later than the later of March 15 following the end of the calendar year in which Executive’s right to the bonus vests or the 15th day of the third month following the end of the Company’s fiscal year in which Executive’s right to the bonus vests; and (30C) days after for up to twenty-four (24) months following the Termination DateDate of Termination, the Company will reimburse Executive on a monthly basis for payments made by Executive which are in excess of the monthly rates paid by active employees, for medical and dental insurance benefits. Reimbursement may cease sooner than twenty-four (24) months if Executive becomes eligible to receive similar benefits under another employer provided or group plan (which may be the plan of the Executive’s new employer or his spouse’s employer) and, in such event, Executive’s right to participate in the Company’s medical and dental insurance plans ceases. Such cash reimbursements will be made per the Company’s customary payroll practices (not less frequently than monthly) for up to the twenty-four (24) months following the Date of Termination. To receive the benefits offered under this Section 6(a)(iii)(C), Executive may be required to elect COBRA coverage under the Company’s medical and dental insurance plans.

Termination by Executive for Good Reason. At any time during the Term, Executive may terminate his employment resign for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events if, without Executive’s prior written consent: , Employer: (i) failure of assigns Executive any duties inconsistent in any respect with the Company to obtain the assumption of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal positionposition as described herein (including status, including title offices, titles and reporting relationshipsrequirements, authority, duties or responsibilities) or any other action by Employer that results in a diminution in such position or in the nature and quality of Executive’s office facilities, secretarial and support assistance, excluding for this purpose an isolated, insubstantial and inadvertent action that is not taken in bad faith and that is remedied by the Employer promptly after receipt of notice thereof given by the Executive; (ii) reduces Executive’s base salary or benefits from the levels of compensation and benefits in effect in the immediately preceding year, including but not limited to salary, expense allowance, vacation time or other vacation benefits, excusal from performance of duties under Employer policies or agreements (by reason of illness, disability or other factors), continuance of all Executive benefits and benefit plans and preservation of Executive’s levels of participation and benefits thereunder (including any agreement between the Employer and Executive, deferred compensation arrangement, pension or other retirement or profit-sharing plan, thrift and medical reimbursement plan, health insurance or other health or disability plan, life insurance plan, omnibus stock plan, stock option plan, stock purchase plan, stock appreciation right plan or any other Executive benefit plan or provision for fringe benefits in effect in the immediately preceding year) other than an isolated, insubstantial or inadvertent failure to provide compensation or benefits that is remedied by the Employer promptly after receipt of notice thereof given by the Executive; provided, however, that a reduction in level of annual bonus shall not be deemed to be included within the scope of this paragraph; (iii) requires the Executive to be based at any office or location other than the Employer’s principal offices within the City of Baltimore, except for travel reasonably required in the performance of the Executive’s responsibilities; or (iv) relocation of purports to terminate the Executive’s principal place of employment to a location that is more otherwise than thirty (30) miles from as expressly contemplated in this Section 8 in the place where Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice case of Good Reason termination; and provided furtherCause, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows death or should have known of the initial existence of the condition listed above making any such termination a termination for Good ReasonDisability. Upon a termination by Executive Before resigning for Good Reason, Executive must specify in writing to Company the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period nature of the Term (together act or omission that Executive deems to constitute Good Reason and, if the “Severance Payment”). The Severance Payment will situation can be paid in a single lump sum payment within thirty (30) days of the Termination Date. The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) cured, give Company at least 30 days after receipt of such notice to correct the Termination Datesituation (and thus prevent Executive’s resignation for Good Reason).

Termination by Executive for Good Reason. At a. The Executive at all times shall have the right, upon fifteen (15) calendar days written notice to the Company, to terminate the Term of Employment for any time during the Termreason, Executive may terminate his employment except that termination for Good Reason (defined below in Section 5.5(c)) shall be handled pursuant to Section 5.5 (b). Upon termination of the Term of Employment pursuant to this Section 5.5(a) by giving APSI sixty the Executive, the Company shall (60i) days’ prior written notice specifying pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice notice; and (ii) pay to the basis Executive her accrued but unpaid Performance Bonus, if any, for any Bonus Period ending on or before the termination of Executive’s employment with the Company. b. Upon termination of the Term of Employment pursuant to this Section 5.5(b) by the Executive for Good Reason (defined below), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice; and (ii) pay to the Executive any accrued but unpaid Performance Bonus, if any, for the Good Reason fiscal year ending prior to the effective date of termination of the Executive’s employment with the Company. Subject to Section 5.7 below, the Company further shall pay to the Executive the equivalent of six (6) months of Executive's Base Salary as of the effective date of termination in the form of a lump-sum payment, less applicable taxes and withholdings, on the next regularly scheduled payroll date following the Effective Date of the Release described in Section 5.7 below; and reimburse the Executive for the monthly COBRA premium paid by the Executive for herself and her dependents for six (6) months following the effective date of termination (“Severance Benefits”). The Company shall have no further liability hereunder (other than for reimbursement for actual and reasonable business expenses incurred prior to the effective date of termination. ; subject, however, to the provisions of Section 4.1. c. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consent: shall mean (i) failure the assignment to the Executive of duties and responsibilities inconsistent with the Executive's Section 16 officer position as the Company’s CMO (including titles and reporting requirements, authority, duties or responsibilities as provided by Section 1 of this Agreement), or other action by the Company to obtain which results in an actual diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken by the assumption Company in bad faith and which the Company remedies promptly after receipt of notice thereof given by the obligations to perform the Agreement by any successorExecutive; (ii) reduction any failure by the Company to comply with the provisions of ten percent Section 3 of this Agreement, other than an isolated, insubstantial and inadvertent failure by the Company not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; provided however, that in order to effect resignation for Good Reason all of the following additionally must occur: (10%x) or more in Executive must provide the Base SalaryCompany with written notice within the sixty (60)- calendar day period following the event(s) giving rise to Executive’s intent voluntarily to resign her employment from the Company for Good Reason; (iiiy) demotion or material adverse change in such event is not remedied by the Company within thirty (30) calendar days following the Company’s receipt of such written notice; and (z) Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that resignation is more effective not later than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive for Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment within thirty (30) days of the Termination Date. The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) calendar days after the Termination Dateexpiration of such thirty (30)-calendar day cure period.

Termination by Executive for Good Reason. At any time during the Term, (i) If Executive may terminate terminates his employment for Good Reason by giving APSI sixty (60as defined below) days’ prior written notice specifying in such notice then, during the basis for Severance Period, the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any Company shall (A) pay to Executive a sum equal to twelve (12) months of the following events without Base Salary (as then in effect) and (B) continue to make available to, and pay on Executive’s consent: behalf, the Benefits (iincluding the full premium for COBRA continuation coverage if applicable for Executive and his eligible dependents) failure of made generally available by the Company to obtain its Executives for that twelve (12)-month period, to the assumption extent permitted under applicable law and the terms of the obligations benefit plans. The cash consideration payable pursuant to perform subsection (A) above shall be paid as salary continuation pay in equal monthly installments, subject to normal payroll deductions, commencing on the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location date that is more no later than the earlier of thirty (30)) miles from days following termination or the place where Executive was based immediately prior to such relocation; and/or his office as execution of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good ReasonGeneral Release. Upon a termination by Executive for Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will Any Benefits shall also be paid in a single lump sum equal monthly installments during the Severance Period. All reimbursable expenses incurred up to and including the date of termination shall be submitted for payment within thirty (30) days of termination and contain all documentation required pursuant to Company policy. All accrued vacation and any other amounts owed to Executive as of the Termination Datetermination date shall be paid on the effective date of termination. (ii) In addition, notwithstanding anything to the contrary contained in the stock option agreements evidencing such Options, Subsequent Options or the Plan or in any restricted stock unit agreement evidencing any such Subsequent RSUs, in the case of a Change of Control where the consideration being paid is solely in cash, all Options, and Subsequent Options and Subsequent RSUs shall fully vest and, in the case of Options and Subsequent Options, shall be exercisable immediately prior to such Change of Control regardless of Executive’s continued employment status. The Severance Payment In the case of any Change of Control where the consideration is subject stock or a combination of stock and cash, the vesting, acceleration and exercisability provisions of the existing (iii) agreements evidencing and Options, Subsequent Options or Subsequent RSUs shall continue to all applicable payroll tax withholdings. The Accrued Compensation govern. (iv) Executive's termination of his employment shall be for "Good Reason" if following a Change of Control the Employer (including any successor in interest) (A) terminates Executive’s employment at any time within the one year anniversary of such Change of Control (as defined below), or reasons other than for Cause, or death or disability (which will be paid dealt with on a case-by-case basis at the time either such event occurs); (B) Executive voluntarily terminates his employment within six (6) months of the Company's (or any successor in interest) material reduction of Executive's level of responsibility; or (C) Executive terminates his employment within six (6) months of the Company's (or any successor in interest) material reduction of the Base Salary, except for any salary reduction that is generally applicable to the Company's executives; provided that in the case of (B) and (C) above, “Good Reason” shall only be found to exist if prior to Executive’s resignation for Good Reason, the Executive has provided thirty (30) days after written notice to the Termination DateCompany within ninety (90) days following the existence of such Good Reason event indicating and describing the event resulting in such Good Reason, and the Company does not cure such event within ninety (90) days following the receipt of such notice from Executive. In the event the Company fails to timely cure, Executive may resign upon expiration of the cure period. (v) For purposes of this Agreement, the term "Change of Control" shall mean any of the following transactions: (A) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; (B) the sale, transfer or other disposition of all or substantially all of the assets of the Company (including the capital stock of the Company's subsidiary corporations); (C) the complete liquidation or dissolution of the Company; (D) any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger but excluding any such transaction or series of related transactions that the Board of Directors determines shall not be a Change of Control; or (E) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities but excluding any such transaction or series of related transactions that the Board of Directors determines shall not be a Change of Control.

Termination by Executive for Good Reason. At any time during the Term, Executive may terminate his employment services hereunder for Good Reason by giving APSI sixty (60) days’ prior as defined below); provided that Executive first gives the Company a written notice specifying in such notice the basis of his intent to terminate for the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consent: (i) failure of the Company to obtain the assumption of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than at least thirty (30) miles from the place where Executive was based immediately calendar days prior to such relocation; and/or his office as of the Effective Date; provided however, the Company will have thirty (30) days from its receipt effective date of any written notice of the such termination, and, if Executive has Good Reason termination in which to take corrective action to cure terminate his services hereunder, Executive’s services shall terminate upon such 30th calendar date. In the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for event Executive to exercise terminates his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive employment for Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will shall pay or provide Executive with the following: (xi) his then current accrued and unpaid Base Salary through his date of termination as well as 100% of any accrued and unpaid bonus for any years preceding the year of termination, payable as set forth in Section 4(h), (ii) an additional, lump-sum cash amount equal to two times the sum of Executive’s Base Salary and Executive’s “Bonus Level” (it being agreed that Executive’s Bonus Level shall be deemed to be equal to two years’ of Base Salary), payable on the sixtieth (60th) day following termination, subject to the provisions of Section 20(b) hereof; provided, that payment in a lump-sum cash amount shall be effective January 1, 2009, and upon any termination theretofore the amounts shall be paid as provided in Executive’s previous employment agreement with the Company, subject to the provisions of Section 20(b) hereof, (iii) a pro rata bonus payment for the year of termination based on actual results, payable in the year following such termination at such time bonuses are paid to the Company’s other senior executives (based on the number of months worked in the applicable fiscal year of the Company), (iv) the Accrued Compensation 2008 SARs shall become vested and exercisable subject to and in accordance with the SAR Award Agreements, (yv) the aggregate Base Salary owed for ▇▇▇▇ ▇▇▇▇ described in Section 3(i)(B) hereof shall become vested in accordance with the remaining period RSU Award Agreement, (vi) subject to Section 20(b) hereof, if on the date of the Term (together the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment within thirty (30) days of the Termination Date. The Severance Payment such termination Executive is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after a “trading blackout” or “quiet period” with respect to the Termination Date.Common Shares or if the Company determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not trade in the Common Shares

Termination by Executive for Good Reason. At any time during the Term, Executive may terminate his employment hereunder for Good Reason by giving APSI sixty in accordance with this Section 7(f) (60) days’ prior written notice specifying in such notice the basis “Termination for the Good Reason terminationReason”). For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consent: Reason shall mean (i) failure material reduction in the position or responsibilities of the Company to obtain the assumption of the obligations to perform the Agreement by any successorExecutive; or (ii) a reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal positionBase Salary. For purposes of this Agreement, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Good Reason shall not include notice to Executive that Executive’s principal place employment shall terminate upon the Term of this Agreement. It shall be condition precedent to the Executive’s right to terminate his employment to a location for Good Reason that (1) the Executive shall first have given the Company 15 days advance written notice stating with specificity the reason for the termination (“breach”) and (2) if such breach is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as susceptible of the Effective Date; provided howevercure or remedy, the Company will have thirty (30) days from its receipt shall fail to effectively cure or remedy such breach prior to the expiration of any written notice such 15 day period. In the event of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive Termination for Good Reason, provided Executive signs a legal release prepared by the Company’s obligation to pay or provide him with compensation , Executive shall receive (i) all accrued but unpaid Base Salary and benefits under this Agreement will immediately terminate, except that through the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed date of such termination plus a prorated amount of Executive’s MIP target bonus for the remaining period then current fiscal year prorated as a percentage of the Term number of calendar weeks worked in the then current fiscal year, (together the “Severance Payment”). The Severance Payment will be paid in ii) a single lump sum cash payment payable within thirty (30) days of the Termination Datetermination date equal to 50% of the annual Base Salary rate in effect on the termination date plus an amount equal to 50% of Executive’s MIP target bonus for the then current fiscal year and (iii) continued enrollment in Company medical and dental plans until end of Restricted Period at the same terms and conditions (including contributions required by Executive for such benefits) as existed immediately prior to Executive’s termination. The Severance Payment is subject Any rights to all applicable payroll tax withholdingsany other compensation or benefits under this Agreement shall cease as of such date. The Accrued Compensation will be paid within thirty (30) days after Other than such benefits and compensation, the Termination DateCompany shall have no obligation or liability to Executive for compensation or benefits by reason of such termination, including, but not limited to, any compensation or benefits under any salary continuation policy or plan the Company adopted prior to the date of this Agreement.

Termination by Executive for Good Reason. At any time during the Term, Executive may terminate his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without It is expressly acknowledged and agreed that if Executive’s consent: (i) failure of employment shall be terminated because the Company to obtain the assumption of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive resigns for Good Reason, then all of the Company’s obligation to pay or provide him with compensation obligations under Sections 1 through 5 of the Company and benefits under this Agreement will immediately terminate, Executive shall cease except that the Company will pay shall pay, or provide the following benefits, to Executive with without further recourse or liability to the Company: (xi) an amount equal to the Accrued Compensation and (y) the aggregate unpaid portion of Executive’s Current Base Salary owed earned through the Termination Date; (ii) an amount equal to the prorata Annual Management Bonus, if any, for the remaining period completed portion of the Term current annual pay period where the total Annual Management Bonus is determined in accordance with Section 5.2; (together iii) an amount equal to the “Severance Payment”)value of Executive’s vacation pay accrued as of the Termination Date; (iv) one (1) year’s Current Base Salary as severance in pay continuation. The Severance Payment will be paid made in bi-weekly payments during the Initial Salary Continuation Period; (v) during the Total Salary Continuation Period, Executive will continue to be eligible for medical, dental and vision plans in which the Executive was a single lump sum payment within thirty (30) days of participant at the Termination Date. The Severance Payment Company will continue to pay the employer portion of the costs of these plans during the Total Salary Continuation Period; (vi) if the Executive has not found full time comparable executive position with another employer during the Initial Salary Continuation Period, the Company will extend the bi-weekly payment plan on a month to month basis until the earlier to occur of (A) one (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, subject only to the Executive’s obligation to inform the Company’s Human Resources Department that Executive’s search for replacement employment is subject to ongoing and continuing in good faith. Said Notice from Executive shall be made on the 15th of the month commencing with the last month of the Initial Salary Continuation Period and monthly thereafter as applicable. Notice shall be made in accordance with Section 13 of this Agreement. Executive’s rights under the Total Salary Continuation Period shall not be offset by income earned from consulting fees with the Company, by short term and/or sporadic consulting fees earned from any other business entity or by income received for part time employment with another business entity; and (vii) any and all payment by the Company under this Agreement are and shall be specifically conditioned upon full compliance by the Executive with all elements of the Executive Invention, Nondisclosure, Noncompetition and Nonsolicitation Agreement (attached as Exhibit B) and the other applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after the Termination Dateprovisions of this Agreement.

Termination by Executive for Good Reason. At any time during the Term, Executive may terminate his employment services hereunder for Good Reason by giving APSI sixty (60) days’ prior as defined below); provided that Executive first gives the Company a written notice specifying in such notice the basis of his intent to terminate for the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consent: (i) failure of the Company to obtain the assumption of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than at least thirty (30) miles from the place where Executive was based immediately calendar days prior to such relocation; and/or his office as of the Effective Date; provided however, the Company will have thirty (30) days from its receipt effective date of any written notice of the such termination, and, if Executive has Good Reason termination in which to take corrective action to cure terminate his services hereunder, Executive’s services shall terminate upon such 30th calendar date. In the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for event Executive to exercise terminates his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive employment for Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will shall pay or provide Executive with the following: (xi) his then current accrued and unpaid Base Salary through his date of termination as well as 100% of any accrued and unpaid bonus for any years preceding the year of termination, payable as set forth in Section 4(h), (ii) an additional, lump-sum cash amount equal to two times the sum of Executive’s Base Salary and Executive’s “Bonus Level” (it being agreed that Executive’s Bonus Level shall be deemed to be equal to two years’ of Base Salary), payable on the sixtieth (60th) day following termination, subject to the provisions of Section 20(b) hereof; provided, that payment in a lump-sum cash amount shall be effective January 1, 2009, and upon any termination theretofore the amounts shall be paid as provided in Executive’s previous employment agreement with the Company, subject to the provisions of Section 20(b) hereof, (iii) a pro rata bonus payment for the year of termination based on actual results, payable in the year following such termination at such time bonuses are paid to the Company’s other senior executives (based on the number of months worked in the applicable fiscal year of the Company), (iv) the Accrued Compensation 2008 SARs shall become vested and exercisable subject to and in accordance with the SAR Award Agreements, (yv) the aggregate Base Salary owed for 2▇▇▇ ▇▇▇▇ described in Section 3(i)(B) hereof shall become vested in accordance with the remaining period RSU Award Agreement, (vi) subject to Section 20(b) hereof, if on the date of the Term (together the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment within thirty (30) days of the Termination Date. The Severance Payment such termination Executive is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after a “trading blackout” or “quiet period” with respect to the Termination Date.Common Shares or if the Company determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not trade in the Common Shares

Termination by Executive for Good Reason. At any time during the Term, (i) If Executive may terminate terminates his employment for Good Reason by giving APSI sixty (60as defined below) days’ prior written notice specifying in such notice then, during the basis for Severance Period, the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any Company shall (A) pay to Executive a sum equal to twelve (12) months of the following events without Base Salary (as then in effect) and (B) continue to make available to, and pay on Executive’s consent: behalf, the Benefits (iincluding the full premium for COBRA continuation coverage if applicable for Executive and his eligible dependents) failure of made generally available by the Company to obtain its Executives for that twelve (12)-month period, to the assumption extent permitted under applicable law and the terms of the obligations benefit plans. The cash consideration payable pursuant to perform subsection (A) above shall be paid as salary continuation pay in equal monthly installments, subject to normal payroll deductions, commencing on the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location date that is more no later than the earlier of thirty (30)) miles from days following termination or the place where Executive was based immediately prior to such relocation; and/or his office as execution of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good ReasonGeneral Release. Upon a termination by Executive for Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will Any Benefits shall also be paid in a single lump sum equal monthly installments during the Severance Period. All reimbursable expenses incurred up to and including the date of termination shall be submitted for payment within thirty (30) days of termination and contain all documentation required pursuant to Company policy. All accrued vacation and any other amounts owed to Executive as of the Termination Datetermination date shall be paid on the effective date of termination. (ii) In addition, notwithstanding anything to the contrary contained in the stock option agreements evidencing such Options, Subsequent Options or the Plan or in any restricted stock unit agreement evidencing any such RSUs or Subsequent RSUs, in the case of a Change of Control where the consideration being paid is solely in cash, all Options and RSUs, and Subsequent Options and Subsequent RSUs shall fully vest and, in the case of Options and Subsequent Options, shall be exercisable immediately prior to such Change of Control regardless of Executive’s continued employment status. The Severance Payment In the case of any Change of Control where the consideration is subject stock or a combination of stock and cash, the vesting, acceleration and exercisability provisions of the existing agreements evidencing and Options, Subsequent Options or RSUs shall continue to all applicable payroll tax withholdings. The Accrued Compensation govern. (iii) Executive's termination of his employment shall be for "Good Reason" if following a Change of Control the Employer (including any successor in interest) (A) terminates Executive’s employment at any time within the one (iv) year anniversary of such Change of Control (as defined below), or reasons other than for Cause, or death or disability (which will be paid dealt with on a case-by-case basis at the time either such event occurs); (B) Executive voluntarily terminates his employment within six (6) months of the Company's (or any successor in interest) material reduction of Executive's level of responsibility; or (C) Executive terminates his employment within six (6) months of the Company's (or any successor in interest) material reduction of the Base Salary, except for any salary reduction that is generally applicable to the Company's executives; provided that in the case of (B) and (C) above, “Good Reason” shall only be found to exist if prior to Executive’s resignation for Good Reason, the Executive has provided thirty (30) days after written notice to the Termination DateCompany within ninety (90) days following the existence of such Good Reason event indicating and describing the event resulting in such Good Reason, and the Company does not cure such event within ninety (90) days following the receipt of such notice from Executive. In the event the Company fails to timely cure, Executive may resign upon expiration of the cure period. (v) For purposes of this Agreement, the term "Change of Control" shall mean any of the following transactions: (A) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; (B) the sale, transfer or other disposition of all or substantially all of the assets of the Company (including the capital stock of the Company's subsidiary corporations); (C) the complete liquidation or dissolution of the Company; (D) any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger but excluding any such transaction or series of related transactions that the Board of Directors determines shall not be a Change of Control; or (E) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities but excluding any such transaction or series of related transactions that the Board of Directors determines shall not be a Change of Control.

Termination by Executive for Good Reason. At any time during the Term, (i) If Executive may terminate his terminates her employment for Good Reason by giving APSI sixty (60as defined below) days’ prior written notice specifying in such notice then, during the basis for Severance Period, the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any Company shall (A) pay to Executive a sum equal to twelve (12) months of the following events without Base Salary (as then in effect) and (B) continue to make available to, and pay on Executive’s consent: behalf, the Benefits (iincluding the full premium for COBRA continuation coverage if applicable for Executive and her eligible dependents) failure of made generally available by the Company to obtain its Executives for that twelve (12)-month period, to the assumption extent permitted under applicable law and the terms of the obligations benefit plans. The cash consideration payable pursuant to perform subsection (A) above shall be paid as salary continuation pay in equal monthly installments, subject to normal payroll deductions, commencing on the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location date that is more no later than the earlier of thirty (30)) miles from days following termination or the place where Executive was based immediately prior to such relocation; and/or his office as execution of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good ReasonGeneral Release. Upon a termination by Executive for Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will Any Benefits shall also be paid in a single lump sum equal monthly installments during the Severance Period. All reimbursable expenses incurred up to and including the date of termination shall be submitted for payment within thirty (30) days of termination and contain all documentation required pursuant to Company policy. All accrued vacation and any other amounts owed to Executive as of the Termination Datetermination date shall be paid on the effective date of termination. (ii) In addition, notwithstanding anything to the contrary contained in the stock option agreements evidencing such Options, Subsequent Options or the Plan or in any restricted stock unit agreement evidencing any such Subsequent RSUs, in the case of a Change of Control where the consideration being paid is solely in cash, all Options, and Subsequent Options and Subsequent RSUs shall fully vest and, in the case of Options and Subsequent Options, shall be exercisable immediately prior to such Change of Control regardless of Executive’s continued employment status. The Severance Payment In the case of any Change of Control where the consideration is subject stock or a combination of stock and cash, the vesting, acceleration and exercisability provisions of the existing agreements evidencing and Options, Subsequent Options or Subsequent RSUs shall continue to all applicable payroll tax withholdings. The Accrued Compensation govern. (iii) Executive's termination of her employment shall be for "Good Reason" if following a Change of Control the Employer (including any successor in interest) (A) terminates Executive’s employment at any time within the one year anniversary of such Change of Control (as defined below), or reasons other than for Cause, or death or disability (which will be paid dealt with on a case-by-case basis at the time either such event occurs); (B) Executive voluntarily terminates her employment within six (6) months of the Company's (or any successor in interest) material reduction of Executive's (iv) level of responsibility; or (C) Executive terminates her employment within six (6) months of the Company's (or any successor in interest) material reduction of the Base Salary, except for any salary reduction that is generally applicable to the Company's executives; provided that in the case of (B) and (C) above, “Good Reason” shall only be found to exist if prior to Executive’s resignation for Good Reason, the Executive has provided thirty (30) days after written notice to the Termination DateCompany within ninety (90) days following the existence of such Good Reason event indicating and describing the event resulting in such Good Reason, and the Company does not cure such event within ninety (90) days following the receipt of such notice from Executive. In the event the Company fails to timely cure, Executive may resign upon expiration of the cure period. (v) For purposes of this Agreement, the term "Change of Control" shall mean any of the following transactions: (A) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; (B) the sale, transfer or other disposition of all or substantially all of the assets of the Company (including the capital stock of the Company's subsidiary corporations); (C) the complete liquidation or dissolution of the Company; (D) any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger but excluding any such transaction or series of related transactions that the Board of Directors determines shall not be a Change of Control; or (E) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities but excluding any such transaction or series of related transactions that the Board of Directors determines shall not be a Change of Control.

Termination by Executive for Good Reason. At any time Termination by the Company Other Than for Cause, Death, Disability, Retirement, or Normal Expiration of Employment Period. If, during the TermEmployment Period: (i) the Company terminates Executive’s employment other than for Cause, death, Disability, or Retirement, or (ii) Executive may terminate his terminates employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in following the Company’s failure to cure such notice the basis for the Good Reason termination. For purposes as set forth in Section 5(c) of this Agreement, “Good Reason” means the occurrence of any of Company will pay Executive the following events without Executive’s consent: amounts and provide the following benefits: (i) failure the sum of Executive’s Base Salary earned through the Company Date of Termination to obtain the assumption extent not already paid (such amount is hereinafter referred to as the “Accrued Obligations”) will be paid as soon as practicable after the Date of Termination per the obligations to perform the Agreement by any successorCompany’s customary payroll practices; and (ii) reduction of ten percent (10%) to the extent not previously paid or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title provided and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office only if earned as of the Effective Date; provided howeverDate of Termination, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive for Good Reason, the Company’s obligation to timely pay or provide him with compensation and to Executive any other amounts or benefits which Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company (the “Other Benefits”) pursuant to the terms of such Other Benefits; and (iii) subject to Section 14(i) of this Agreement will immediately terminateand Executive’s execution of a Release in substantially the form of Exhibit B hereto (the “Release”) within the time set forth in Section 6(g) of this Agreement, except that the Company will pay or to Executive the amount in (A) on the 30th day after the Date of Termination, pay the amount in (B) as set forth below, and provide Executive with the benefits in (xC): (A) the Accrued Compensation and amount equal to the greater of (ya) two or (b) the aggregate number of full months remaining between the Date of Termination and the Employment Period End Date, divided by 12, times the highest combined annual Base Salary owed for and Incentive Compensation earned by Executive from the remaining period Company, including any such amounts earned but deferred, in the last three fiscal years before the Date of Termination, less normal withholdings, and an additional amount (the Term “Retention Benefit”) equal to one-twelfth (together 1/12) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three fiscal years before the Date of Termination, less normal withholdings, times the number of full years beyond ten (10) years that the Executive was consecutively employed by the Company prior to the Date of Termination, less normal withholdings (collectively the “Severance PaymentBenefits”); provided, however, that the maximum amount that Executive may receive under this Section 6(a)(iii)(A) is three (3) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three fiscal years before the Date of Termination. The Notwithstanding the foregoing, if the Date of Termination occurs within 12 months after or otherwise in contemplation of a Change in Control, as defined in Exhibit C, Executive will receive Severance Payment will be paid Benefits in an amount equal to three times the highest combined annual Base Salary and Incentive Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three fiscal years before the Date of Termination, less normal withholdings, but no Retention Benefit. Executive’s entitlement to receive and retain the amounts set forth in this Section 6 are conditioned on Executive’s compliance with the Restrictions on Conduct described in Section 11. With respect to any amounts due Executive under this Section 6(a)(iii)(A), Executive may elect to receive such amounts in a single lump sum payment within thirty (30) days or in bi-weekly installments pursuant to the Company’s normal payroll cycle during the term of the Termination Date24-month period referenced in Sections 11(c)(i) through 11(c)(vi); (B) a bonus equal to the pro rata portion (based on the number of days elapsed in the current fiscal year through the Date of Termination) of the current fiscal year annual incentive compensation, if any, that would otherwise be payable if the Executive had continued employment through the end of the current fiscal year, based on actual performance (the “Pro Rata Bonus”). The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation Pro Rata Bonus, if any, less normal withholdings will be paid within thirty 30 days of the Committee’s certification that the Executive has met the necessary performance criteria, which will be no later than the later of March 15 following the end of the calendar year in which Executive’s right to the bonus vests or the 15th day of the third month following the end of the Company’s fiscal year in which Executive’s right to the bonus vests. (30C) days for the period of time following the Date of Termination indicated on Exhibit A (the “Health Benefits Continuation Period”), the Company will provide to Executive and/or Executive’s eligible dependents on a monthly basis continued coverage under its group health benefit plans to which Executive and/or Executive’s eligible dependents would otherwise be entitled to continue under COBRA; provided, however, that such Health Benefits Continuation Period will run concurrently with any period during which Executive is eligible to elect health coverage under COBRA, and for all months after the Termination Dateinitial 18 months of the Health Benefits Continuation Period, the applicable Company-subsidized monthly COBRA premium for such group health benefits, determined in accordance with Code Section 4980B and its regulations, will be treated as taxable compensation to Executive by including such amount in Executive’s or Executive’s designee’s income for each month such coverage is provided. No cash payments or other reimbursements will be made in lieu of such continuation coverage during the Health Benefits Continuation Period.

Termination by Executive for Good Reason. At any time during the Term, Executive may terminate his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without It is expressly acknowledged and agreed that if Executive’s consent: (i) failure of employment shall be terminated because the Company to obtain the assumption of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive resigns for Good Reason, then all of the Company’s obligation to pay or provide him with compensation obligations under Sections 1 through 5 of the Company and benefits under this Agreement will immediately terminate, Executive shall cease except that the Company will pay shall pay, or provide the following benefits, to Executive with without further recourse or liability to the Company: (xi) an amount equal to the Accrued Compensation and (y) the aggregate unpaid portion of Executive’s Current Base Salary owed earned through the Termination Date; (ii) an amount equal to the unpaid portion of Executive’s Annual Performance Incentive for the remaining period fiscal year that includes the Executive’s Termination Date (and to the extent earned but unpaid, for the completed fiscal year immediately preceding the Executive’s Termination Date), determined in accordance with Section 5.2, prorated for the number of days that Executive is actually employed by the Company in such fiscal year, and payable at the same time that payment of annual performance incentives are paid to other senior executives of the Term Company; (together iii) an amount equal to the “Severance Payment”)value of Executive’s accrued but unused vacation as of the Termination Date; (iv) one (1) year’s Current Base Salary as severance in pay continuation. The Severance Payment will be paid made in bi-weekly payments during the Initial Salary Continuation Period; (v) during the Total Salary Continuation Period, Executive will continue to be eligible for medical, dental and vision plans in which the Executive was a single lump sum payment within thirty (30) days of participant at the Termination Date. The Severance Payment is subject Company will continue to all applicable payroll tax withholdingspay the employer portion of the costs of these plans during the Total Salary Continuation Period. The Accrued Compensation period of coverage for purposes of the Executive’s COBRA continuation coverage will run concurrently with the Total Salary Continuation Period; (vi) if the Executive has not found full-time comparable executive position with another employer during the Initial Salary Continuation Period, the Company will extend the bi-weekly payment plan on a month to month basis until the earlier to occur of (A) one (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, subject only to the Executive’s obligation to inform the Company’s Human Resources Department that Executive’s search for replacement employment is ongoing and continuing in good faith. Said Notice from Executive shall be paid within thirty made on the 15th of the month commencing with the last month of the Initial Salary Continuation Period and monthly thereafter as applicable. Notice shall be made in accordance with Section 13 of this Agreement. Payments to Executive during the Total Salary Continuation Period shall be reduced by the amount of income earned by Executive from employment or consulting arrangements with any other person or business entity; and (30vii) days after Executive shall be entitled to receive outplacement services from the Company’s outplacement provider for the six (6) month period following the Executive’s Termination Date. Any and all payments by the Company under this Agreement are and shall be specifically conditioned upon full compliance by the Executive with all elements of the Non-Competition Agreement and the other applicable provisions of this Agreement.

Termination by Executive for Good Reason. At any time during During the TermEmployment Period, Executive’s employment may be terminated by Executive may terminate his employment for Good Reason by giving APSI sixty if: (60x) days’ prior an event or circumstance set forth in the clauses of this Section 5(e) below shall have occurred and Executive provides the Company with written notice specifying thereof within thirty days after Executive has knowledge of the occurrence or existence of such event or circumstance, which notice shall specifically identify the event or circumstance that Executive believes constitutes Good Reason; (y) the Company fails to correct the circumstance or event so identified within thirty days after the receipt of such notice; and (z) Executive resigns within ninety days after the expiration of such thirty day cure period referred to in such notice clause (y) above by providing a Notice of Termination to the basis for the Good Reason terminationCompany. For purposes of this Agreement, “Good Reason” means shall mean, in the absence of Executive’s prior written consent, the occurrence of any of the following events without Executive’s consentfollowing: (i) a reduction by the Company in Executive’s Base Salary; or (ii) any (x) material reduction of the threshold, target or superior award levels applicable to the Executive’s annual bonus or annual equity awards contemplated by Section 4 hereof and the Incentive Compensation Program, (as set forth in Exhibit A attached hereto), or immaterial reduction to any such award levels to the extent not generally applicable to the other executive officers of the Company, (y) grant of any annual equity award with, or change to any existing equity award’s, vesting terms and conditions (including without limitation any terms and conditions relating to accelerated vesting) which is less favorable to Executive than those provided for in this Agreement and the Incentive Compensation Program (as set forth in Exhibit A attached hereto) or (z) any material change to any material terms or conditions of the Company’s Incentive Compensation Program (as set forth in Exhibit A attached hereto) adverse to Executive in respect of outstanding or future annual bonus or equity awards; or (iii) a material reduction in the aggregate level of employee benefits made available to Executive when compared to the benefits made available to Executive at any time during the Employment Period, unless such reduction is applicable to senior officers of the Company generally; (iv) any removal of Executive from his position as the Chief Executive Officer (other than pursuant to a termination of Executive’s employment for death, Disability or Cause); or (v) the assignment to Executive of any duties inconsistent with Executive’s status as Chief Executive Officer of the Company or any substantial reduction in or restriction upon the nature, status or extent of Executive’s responsibilities or authorities; or (vi) requiring Executive to report to any individual or body other than directly to the Board; or (vii) the Company requiring Executive’s principal location of employment to be at any office or location more than 25 miles from the current location of the Company’s office in Dallas County, Texas (other than to the extent agreed to or requested by Executive) on the Effective Date; or (viii) a material failure of the Company to obtain comply with the assumption material terms of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive for Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment within thirty (30) days of the Termination Date. The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after the Termination DateAgreement.

Termination by Executive for Good Reason. At Executive shall have the right (unless the Company shall have theretofore terminated Executive’s employment pursuant to any other provision of this Agreement) to terminate Executive’s employment at any time during the Term, Executive may terminate his employment for Good Reason (as hereinafter defined) by giving APSI sixty at least thirty (6030) days’ ' prior written notice specifying in such notice to the basis for the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consentCompany; provided that: (i) failure on receipt of such notice, the Company shall have the right, by notice to obtain Executive, to cause the assumption of the obligations termination pursuant to perform the Agreement by this Section 6(f) to be effective at any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than earlier date within such thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided howeverday period, and (ii) the Company will shall nevertheless have the right and power to terminate Executive’s employment for Cause pursuant to Section 6(a) during such thirty (30) days from its receipt of day period, which right shall not be limited or otherwise affected by any written notice of the Good Reason termination in which action taken by Executive pursuant to take corrective action to cure the Good Reason (if curablethis Section 6(f), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30thterminates Executive’s employment pursuant to Section 6(a) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any during such termination a termination for Good Reason. Upon a termination by Executive for Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment within thirty (30) days day period, Executive’s notice of termination pursuant to this Section 6(f) shall be void and of no effect. On termination pursuant to this Section 6(f), Executive shall be entitled to Salary for a period of six (6) months from the Termination Date (payable in installments in accordance with the Company’s customary payroll procedure for its other executives and less applicable federal, state and local income tax, withholding and other payroll taxes), plus credit for any vacation accrued (on a time apportioned basis through the Termination Date) but not taken, reimbursement for expenses properly reimbursable but not previously reimbursed through the Termination Date, and Executive benefits to which Executive is entitled as of the Termination Date. The Severance Payment is subject Date as expressly provided in Benefit Plans in which Executive participates, and all of Executive’s stock options referenced in Section 5(b) above and any other stock options or equity awards granted to all applicable payroll tax withholdings. The Accrued Compensation will Executive shall become immediately and fully vested, but Executive shall not be paid within thirty (30) days after entitled to any other severance compensation or any other Executive benefits and the Termination DateCompany shall have no further obligation to Executive under this Agreement.

Termination by Executive for Good Reason. At any time during the Term, If Executive may terminate terminates his employment for Good Reason by giving APSI sixty (60as defined below) days’ prior written notice specifying in such notice then, during the basis for Severance Period, the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any Company shall (A) pay to Executive a sum equal to twelve (12) months of the following events without Base Salary (as then in effect) and (B) continue to make available to, and pay on Executive’s consent: behalf, the Benefits (iincluding the full premium for COBRA continuation coverage if applicable for Executive and his eligible dependents) failure of made generally available by the Company to obtain its Executives for that twelve (12)-month period, to the assumption extent permitted under applicable law and the terms of the obligations benefit plans. The cash consideration payable pursuant to perform subsection (A) above shall be paid as salary continuation pay in equal monthly installments, subject to normal payroll deductions, commencing on the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location date that is more no later than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as earlier of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice following termination or the execution of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good ReasonGeneral Release. Upon a termination by Executive for Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will Any Benefits shall also be paid in a single lump sum equal monthly installments during the Severance Period. All reimbursable expenses incurred up to and including the date of termination shall be submitted for payment within thirty (30) days of termination and contain all documentation required pursuant to Company policy. All accrued vacation and any other amounts owed to Executive as of the Termination Datetermination date shall be paid on the effective date of termination. (i) In addition, notwithstanding anything to the contrary contained in the stock option agreements evidencing the Option, any Subsequent Options or the Plan or in any restricted stock unit agreement evidencing any RSUs, in the case of a Change of Control where the consideration being paid is solely in cash, the Option, and any Subsequent Options and RSUs, shall fully vest and, in the case of the Option and any Subsequent Options, shall be exercisable immediately prior to such Change of Control regardless of Executive’s continued employment status. The Severance Payment In the case of any Change of Control where the consideration is subject stock or a combination of stock and cash, the vesting, acceleration and exercisability provisions of the existing agreements evidencing any Option, Subsequent Options or RSUs shall continue to all applicable payroll tax withholdings. The Accrued Compensation govern. (ii) Executive’s termination of his employment shall be for “Good Reason” if following a Change of Control the Employer (including any successor in interest) (A) terminates Executive’s employment at any time within the one year anniversary of such Change of Control (as defined below), for reasons other than for Cause, or death or disability (which will be paid dealt with on a case-by-case basis at the time either such event occurs); (B) Executive voluntarily terminates his employment within six (6) months of the Company’s (or any successor in interest) material reduction of Executive’s level of responsibility; or (C) Executive terminates his employment within six (6) months of the Company’s (or any successor in interest) material reduction of the Base Salary, except for any salary reduction that is generally applicable to the Company’s executives; provided that in the case of (B) and (C) above, “Good Reason” shall only be found to exist if prior to Executive’s resignation for Good Reason, the Executive has provided thirty (30) days after written notice to the Termination DateCompany within ninety (90) days following the existence of such Good Reason event indicating and describing the event resulting in such Good Reason, and the Company does not cure such event within ninety (90) days following the receipt of such notice from Executive. In the event the Company fails to timely cure, Executive may resign upon expiration of the cure period. (iii) For purposes of this Agreement, the term “Change of Control” shall mean any of the following transactions:

Termination by Executive for Good Reason. At any time during Notwithstanding the Termprovisions of Section 4(a) of this Agreement, Executive may this Agreement shall terminate his automatically upon Executive’s voluntary termination of employment for Good Reason Reason. The term “Good Reason” shall mean (i) the assignment of duties and responsibilities materially inconsistent with Executive’s status as Chief Executive Officer and President of the Corporation or of the Bank, (ii) a reassignment which requires Executive to move his principal residence or his office more than thirty-five (35) miles from the Bank’s principal executive office, (iii) any reduction in the Executive’s Annual Base Salary as in effect on the date hereof or as the same may be increased from time to time unless such reduction is the result of a national financial depression or national or bank emergency or such reduction is part of a reduction applicable to all employees, or (iv) any failure of the Bank to provide the Executive with benefits at least as favorable as those enjoyed by giving APSI the Executive during the Employment Period under any of the pension, life insurance, medical, health and accident, disability or other employee plans of the Bank, or the taking of any action that would materially reduce any of such benefits unless such reduction is part of a reduction applicable to all employees. Executive shall within sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes days of this Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consent: (i) failure foregoing events, provide notice to the Bank of the Company to obtain the assumption existence of the obligations to perform condition and provide the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, the Company will have Bank thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure such condition. In the Good Reason (if curable), and if event that the Company Bank does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive for Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment within thirty (30) days of such notice, Executive may resign from employment for Good Reason by delivering written notice ("Notice of Termination") to the Termination DateBank. The Severance Payment If such termination occurs for Good Reason and such termination constitutes a Separation of Service as defined by Internal Revenue Code of 1986, as amended (“Code”) Section 409A (“Separation of Service”), then the Bank shall pay Executive an amount equal to one year of Executive’s Annual Base Salary minus applicable taxes and withholdings, payable in equal monthly installments for one year.  In addition, for the period during which Executive receives continuation of Executive’s Annual Base Salary, or until Executive secures benefits of comparable coverage through other employment, whichever shall occur first, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect or that would otherwise be provided, and available with respect to Executive during the one (1) year prior to his termination of employment at the time of his termination of employment under the terms of and as provided by the medical insurance plan then in effect in which he, and as applicable his spouse, were participants, or, if the Bank cannot legally provide such benefits because Executive is no longer an employee, or future law or plans do not permit so, the Bank shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain comparable coverage for employee benefits which he enjoyed prior to termination, subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after the Termination DateCode Section 409A if applicable.

Termination by Executive for Good Reason. At any time during In the Term, event that Executive may terminate terminates his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consent: (i) failure of with the Company to obtain the assumption of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive for Good Reason, the Company’s obligation Company shall pay Executive an amount equal to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with two (x2) the Accrued Compensation and (y) the aggregate times his Base Annual Salary owed for the remaining period of year in which the Term (together the “Severance Payment”). The Severance Payment will be paid termination occurs in a single lump sum cash payment within thirty (30) days as soon as administratively feasible following the Date of the Termination Date. The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) but no later than 70 days after the Date of Termination Date(subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements , and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time.

Termination by Executive for Good Reason. At any time during the Term, Executive may terminate his employment for Good Reason by giving APSI sixty upon providing Wolverine at least ninety (6090) days’ prior days advance written notice specifying in notice. Upon such notice termination, Wolverine shall provide Executive with the basis for the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consent: following: (i) failure Continued payment of the Company to obtain Executive’s Base Salary for the assumption remainder of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more Employment Term, payable in the Base Salary; (iii) demotion or material adverse change substantially equal installments in Executiveaccordance with Wolverine’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as of the Effective Datenormal payroll practices; provided however, in the Company will have thirty (30) days from its receipt of any written notice event such continuation of the Good Reason termination Executive Base Salary is considered deferred compensation subject to Section 409A of the Code and Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in which to take corrective action to cure accordance with the Good Reason (if curablemethodology established by Wolverine as in effect on the date of termination), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end continued payment of the thirtieth (30thExecutive’s Base Salary under this Section 4(c)(i) shall be delayed until the first business day after the Company receives date that is six (6) months following Executive’s “separation from service” within the written notice meaning of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice Section 409A of the termination for Good Reason within sixty Code at which time all payments so-delayed shall be provided to the Executive in one lump sum. (60ii) days after he knows or should have known Subject to Section 7 below, all stock options granted by Wolverine and held by Executive as of the initial existence date of such termination, to the extent not already vested by their terms, shall become immediately vested and exercisable as of the condition listed above making any effective date of such termination. The value, if any, attributable to the acceleration of vesting of such stock options that constitutes a parachute payment to Executive under Sections 208G or 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), as determined under Section 7 of this Agreement is referred to herein as the “Option Parachute Value.” (iii) Health insurance benefits for a period of eighteen (18) months following the effective date of such termination a termination for Good Reason. Upon a termination by Executive for Good Reason, under the Companysame or similar arrangement(s) and plan(s) as Executive’s obligation to pay or provide him with compensation health insurance arrangement(s) and benefits under this Agreement will immediately terminate, except that plan(s) in effect at the Company will pay or provide Executive with time of such termination. (xiv) the The Accrued Compensation and Obligations. (yv) the aggregate Base Salary owed for the Any remaining period unpaid installments of the Term (together the “Severance Payment”). The Severance Payment will Signing Bonus described in Section 2(b) shall be paid to the Executive on the dates set forth in a single lump sum payment within thirty (30) days of the Termination Date. The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after the Termination DateSection 2(b).

Termination by Executive for Good Reason. a. At all times, the Executive shall have the right, upon fifteen (15) days written notice to the Company, to terminate the Term of Employment. Upon termination of the Term of Employment pursuant to this Section 5.5(a) by the Executive, the Company shall (i) pay to the Executive any time unpaid Base Salary through the effective date of termination specified in such notice; and (ii) pay to the Executive his accrued but unpaid Performance Bonus, if any, for any Bonus Period ending on or before the termination of Executive’s employment with the Company. b. Upon termination of the Term of Employment pursuant to this Section 5.5 by the Executive for Good Reason, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice; and (ii) pay to the Executive the accrued and/or pro-rated but unpaid Performance Bonus, if any, for any Bonus Period ending on or before the termination of Executive’s employment with the Company. Subject to Section 5.7 below, the Company shall pay to the Executive the equivalent of six (6) months of Executive's Base Salary in the form of salary continuation commencing on the first regularly scheduled payroll date following the effective date of the Release described in Section 5.7 below and reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents for six (6) months following the effective date of termination (“Severance Benefits”). The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and payment of compensation for unused vacation days that have accumulated during the Term, Executive may terminate his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying calendar year in which such notice the basis for the Good Reason termination. termination occurs). c. For purposes of this Agreement, “Good Reason” means shall mean (i) the occurrence assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 1 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Section 3 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; provided however, that in order to effect resignation for Good Reason all of the following events without Executive’s consentmust occur: (i) failure of Executive must provide the Company with written notice within a sixty-day period following the event(s) giving rise to obtain the assumption of the obligations Executive’s intent to perform the Agreement by any successor; voluntarily resign his employment for Good Reason (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that such event is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, the not remedied by Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive for Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment within thirty (30) days following the Company’s receipt of the Termination Date. The Severance Payment such written notice; and (iii) Executive’s resignation is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within effective no later than thirty (30) days after the Termination Dateexpiration of such thirty (30)-day cure period.

Termination by Executive for Good Reason. At any time during the Term, Executive may terminate his employment hereunder for Good Reason by giving APSI sixty (60) days’ prior delivery of written notice to the Company specifying the reason or reasons relied upon for such termination. If Executive's employment under this Agreement is terminated by Executive for Good Reason, the Executive shall be entitled to the Executive's accrued base salary and accrued and unused vacation earned through the Executive's last day of employment, subject to standard deductions and withholdings. In addition, upon Executive's furnishing to the Company a an executed waiver and release of claims (a form of which is attached hereto as Exhibit A), the Executive shall be entitled to: (i) the continuation of the Executive's monthly base salary in such notice effect at the basis time of termination, plus a monthly payment equal to one-twelfth (1/12) of the bonus Executive received during the preceding year less standard deductions and withholdings, for a period of twelve (12) months (the "Good Reason Severance Period") and (ii) in the event that Executive elects continued coverage under COBRA, the Company, as part of this Agreement and in consideration thereof, will reimburse Executive for the same portion of Executive's COBRA health insurance premium that it paid during Executive's employment up until the earlier of either (i) the last day of the Good Reason terminationSeverance Period or, (ii) the date in which Executive begins full-time employment with another company or business entity, provided that Executive will be responsible for the same portion of the COBRA health insurance premium that Executive paid during Executive's employment with the Company. For purposes of this Agreement, “Grounds for Executive to terminate his employment for 'Good Reason” means " shall consist of the occurrence of any of the following events without Executive’s consent: (i) failure of events: 5.4.1 If the Company to obtain the assumption of the obligations requires Executive to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal positionact which is illegal, including title and reporting relationshipscommission of any crime involving moral turpitude, duties or responsibilities; or (iv) relocation of notwithstanding Executive’s principal place of employment 's notice thereof to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, Board; 5.4.2 If the Company will have thirty (30) days from its receipt is in material breach of any written notice provision of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), this Agreement and if the Company does has not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any cured such termination a termination for Good Reason. Upon a termination by Executive for Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment breach within thirty (30) days of written notice thereof from Executive to the Termination Date. The Severance Payment Company; and 5.4.3 If, without Executive's prior consent, there is subject a substantial change in Executive's duties or responsibilities relating to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after his employment with the Termination DateCompany.

Termination by Executive for Good Reason. At a. The Executive shall at all times have the right, upon fifteen (15) days written notice to the Company, to terminate the Term of Employment. Upon termination of the Term of Employment pursuant to this Section 5.5(a) by the Executive, the Company shall (i) pay to the Executive any time unpaid Base Salary through the effective date of termination specified in such notice; and (ii) pay to the Executive his accrued but unpaid Performance Bonus, if any, for any Bonus Period ending on or before the termination of Executive’s employment with the Company. b. Upon termination of the Term of Employment pursuant to this Section 5.5 by the Executive for Good Reason, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice; and (ii) pay to the Executive the accrued but unpaid Performance Bonus, if any, for any Bonus Period ending on or before the termination of Executive’s employment with the Company. Subject to Section 5.7 below, the Company shall pay to the Executive in a the equivalent of six (6) months of Executive's Base Salary in the form of salary continuation commencing on the first regularly scheduled payroll date following the effective date of the Release described in Section 5.7 below, reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents for six (6) months following the effective date of termination and accelerated vesting of any unvested Initial Vesting Period stock options, calculated on a pro-rata basis from the Effective Date through the effective date of termination (“Severance Benefits”). The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and payment of compensation for unused vacation days that have accumulated during the Term, Executive may terminate his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying calendar year in which such notice the basis for the Good Reason termination. termination occurs). c. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consent: shall mean (i) failure the assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 1 of this Agreement, or any other action by the Company to obtain which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the assumption Company promptly after receipt of notice thereof given by the obligations to perform the Agreement by any successorExecutive; (ii) reduction of ten percent (10%) or more in any failure by the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment Company to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as comply with any of the Effective Dateprovisions of Section 3 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; provided however, that in order to effect resignation for Good Reason all of the following must occur: (x) Executive must provide the Company will have thirty (30) days from its receipt of any with written notice of within the Good Reason termination in which sixty-day period following the event(s) giving rise to take corrective action Executive’s intent to cure the voluntarily resign his employment for Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive for Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment such event is not remedied by within thirty (30) days following the Company’s receipt of the Termination Date. The Severance Payment such written notice; and (z) Executive’s resignation is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within effective not later than thirty (30) days after the Termination Dateexpiration of such thirty (30) day cure period.

Termination by Executive for Good Reason. At any time during Executive’s employment pursuant to this Agreement shall terminate in the Term, event Executive may terminate his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, shall determine that there is “Good Reason” means to terminate his employment, which shall mean the occurrence of any following: a. Employer’s material breach of the following events without terms of this Agreement or any other written agreement between Executive and Employer; b. a material reduction of Executive’s consent: (i) salary, other than as a result of a general salary reduction affecting substantially all Company employees; c. any failure of by the Company to obtain the assumption of the obligations to perform the this Agreement by any successor; (ii) reduction successor or assign of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilitiesCompany; or (iv) relocation of Executive’s principal place of employment to a location Provided that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as has provided with notice of the Effective Date; provided howeverexistence of a condition giving rise to “Good Reason” to terminate within ninety (90) days following the initial existence of such a condition, the Company will Employer shall have thirty (30) days from its receipt of to cure any such alleged breach, assignment, reduction or requirement referenced above, after Executive provides Employer written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable)actions or omissions constituting such breach, and if the Company does not cure the Good Reasonassignment, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for reduction or requirement. If Executive to exercise resigns his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive employment for Good Reason, Executive shall be paid no later than fourteen (14) days from the Companytermination date in a lump sum: (i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s obligation then current policy on business expenses. b. ▇▇▇▇▇▇▇▇▇ pay of twelve (12) months’ worth of Executive’s salary at the rate in effect on the termination date. c. the amount equal to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except to the cost of twelve (12) months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date; and d. an additional tax gross up payment in an amount necessary so that the Company will pay or provide amount received by Executive with to cover COBRA premiums under Section 6(c) after all applicable witholding tax is deducted (xusing applicable supplemental wage witholding rates) is the Accrued Compensation and (yfull amount Executive would have received under Section 6(c) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”)if no tax witholding was made. The Severance Payment Such payments will be subject to all appropriate deductions and withholdings. Upon termination of Executive’s employment hereunder due resignation for good reason, all unvested stock options, awards, or other equity grants or awards shall immediately fully vest. Executive or Executive’s estate (as the case may be) shall be entitled to receive any vested benefits required to be paid in a single lump sum payment by law and any vested compensation required to be paid by law. Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholder of the Termination Date. The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after the Termination DateCompany.

Termination by Executive for Good Reason. At The Executive may also resign Executive’s employment with the Company at any time for any reason, including Good Reason. In the case of a resignation without Good Reason, the Executive shall provide written notice to the Board at least thirty (30) days prior to the date of termination. During any notice period provided by the Executive in connection with Executive’s resignation, the Company may, in its discretion, direct the Executive not to perform any work or report to the office for part or all of the notice period, although the Executive’s Base Salary and benefits shall continue during such notice period regardless. “Good Reason” means any one of the Termfollowing events: (A) a material diminution in the Executive’s duties and responsibilities, or a change in the Executive’s position within the Company which constitutes a demotion, without the Executive’s prior consent; (B) a reduction in the Executive’s Base Salary or Target Bonus below the amounts then in effect pursuant to this Agreement , except in circumstances when the Executive’s Base Salary or Target Bonus are reduced in connection with a pay reduction plan generally applicable to the Company’s management and employees; or (C) a change in the principal workplace of the Executive may terminate his employment for to a location outside of an ▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇; provided, however, that none of the foregoing events shall constitute Good Reason by giving APSI sixty unless and until the Executive provides the Board with at least thirty (6030) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consent: (i) failure of the Company to obtain the assumption of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment intent to a location that resign for Good Reason (which notice is more provided not later than thirty (30) miles from days following the place where date upon which the Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written receives notice of the event constituting Good Reason termination in which to take corrective action to cure the Good Reason (if curableReason), and if the Company does has not cure remedied the event allegedly constituting Good Reason within such 45 day period. In the event of any termination for Good Reason, the Good Reason termination will Executive shall be effective entitled to (i) salary continuation payments for the aforementioned Salary Continuation Period, at the end of the thirtieth Executive’s then current base salary rate, (30thii) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice any Annual Bonus earned but unpaid as of the termination date, (iii) a pro-rated Annual Bonus at Target based on the number of days Executive was employed in the year of termination and (iv) COBRA benefits for Good Reason the Salary Continuation Period, with the Company providing Executive with continuation coverage upon the same terms and conditions as if Executive were still an active employee of the Company. Such salary continuation payments shall be payable on a bi-weekly basis for the duration of the Salary Continuation Period and shall be subject to all applicable taxes. Notwithstanding anything herein to the contrary, Executive shall not be entitled to receive any payments pursuant to this Section unless Executive has executed and delivered to the Company a general release with customary, industry-standard terms and conditions, that includes an enforceable non-compete consistent in scope with the non-compete restrictions contained in Exhibit C hereto, in favor of the Company in form and substance satisfactory to the Company (and such release is in full force and effect and has not been revoked), which release shall be in full force and effect (and no longer subject to revocation) within sixty (60) calendar days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive for Good Reason, Executive’s separation from employment with the Company’s obligation . In the event said sixty (60) day period spans more than one calendar year, any payments made pursuant to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that Section 5(D) shall not commence until the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment within thirty (30) days of the Termination Date. The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after the Termination Datelater calendar year.

Termination by Executive for Good Reason. At any time during the Term, Executive may terminate his services hereunder for Good Reason (as defined below); provided that Executive first gives the Company a written notice of his intent to terminate for Good Reason at least thirty (30) calendar days prior to the effective date of any such termination, and, if Executive has Good Reason to terminate his services hereunder, Executive’s services shall terminate upon such 30th calendar date. In the event Executive terminates his employment for Good Reason by giving APSI sixty Reason, the Company shall pay or provide Executive with the following: (60i) dayshis then current accrued and unpaid Base Salary through his date of termination as well as 100% of any accrued and unpaid bonus for any years preceding the year of termination, payable as set forth in Section 4(h), (ii) an additional, lump-sum cash amount equal to two times the sum of Executive’s Base Salary and Executive’s “Bonus Level” (it being agreed that Executive’s Bonus Level shall be deemed to be equal to two years’ prior written notice specifying of Base Salary), payable on the sixtieth (60th) day following termination, subject to the provisions of Section 20(b) hereof; provided, that payment in such notice a lump-sum cash amount shall be effective January 1, 2009, and upon any termination theretofore the basis amounts shall be paid as provided in Executive’s previous employment agreement with the Company, subject to the provisions of Section 20(b) hereof, (iii) a pro rata bonus payment for the Good Reason terminationyear of termination based on actual results, payable in the year following such termination at such time bonuses are paid to the Company’s other senior executives (based on the number of months worked in the applicable fiscal year of the Company), (iv) the 2008 SARs shall become vested and exercisable subject to and in accordance with the SAR Award Agreements, (v) the ▇▇▇▇ ▇▇▇▇ described in Section 3(i)(B) hereof shall become vested in accordance with the RSU Award Agreement, (vi) subject to Section 20(b) hereof, if on the date of such termination Executive is subject to a “trading blackout” or “quiet period” with respect to the Common Shares or if the Company determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not trade in the Common Shares due to Executive’s possession of material non-public information, in each case, which restriction or prohibition continues for a period of at least twenty consecutive calendar days, Executive will be paid an additional lump sum amount equal to $250,000 at the same time and on the same basis as the amount in clause (ii) above is paid, (vii) outplacement services for up to six (6) months by a provider selected and paid for by the Company in an amount not to exceed $20,000 (the “Outplacement Services”), (viii) the retiree medical benefits described in Section 3(h) hereof without regard to whether Executive has been employed by the Company for at least four years following the Effective Date, and (ix) other benefits and payments to which Executive is then entitled hereunder in accordance with the terms hereof or pursuant to Section 4(k) in accordance with the terms of such plan or arrangement. For purposes of this Agreementhereof, the term “Good Reason” means shall mean, without the Executive’s consent, the occurrence of any of the following events without circumstances unless such circumstances are fully corrected prior to the expiration of the thirty (30) calendar day period following delivery to the Company of Executive’s consentnotice of intention to terminate his employment for Good Reason describing such circumstances in reasonable detail: (iA) failure of the Company to obtain the assumption of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material an adverse change in Executive’s principal positiontitle as CEO of the Company or Parent, including title and reporting relationshipsExecutive’s involuntary removal from the Board of Directors of Parent, or the failure of Executive to be nominated for the Board of Directors of Parent as provided in Section 2(a) or elected to the Board of Directors of Parent at any time he is nominated for election; (B) a substantial diminution in Executive’s duties, responsibilities or authority for the Company, taken as a whole (except during periods when Executive is unable to perform all or substantially all of Executive’s duties or responsibilitiesresponsibilities as a result of Executive’s illness (either physical or mental) or other incapacity); (C) a change in location of the Company’s chief executive office to a location more than 50 miles from its current location; (D) any other material breach of this Agreement by the Company; or (ivE) relocation of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as failure by any successor of the Effective Date; Company to assume in writing the Company’s obligations under this Agreement. Executive shall be deemed to have waived his rights to terminate his services hereunder for circumstances constituting Good Reason if he shall not have provided however, to the Company will have thirty (30) days from its receipt of any written a notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) calendar days after he knows or should have known immediately following his knowledge of the initial existence of the condition listed above making any such termination a termination for circumstances constituting Good Reason. Upon a termination by Executive for Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment within thirty (30) days of the Termination Date. The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after the Termination Date.

Termination by Executive for Good Reason. At any time during Executive’s employment pursuant to this Agreement shall terminate in the Term, event Executive may terminate his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, shall determine that there is “Good Reason” means to terminate Executive’s employment, which shall mean the following: (i) Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; or (ii) The occurrence of any of the following events conditions, without Executive’s consent: : (iA) failure a significant diminution in the nature or scope of the Company to obtain the assumption of the obligations to perform the Agreement by any successor; Executive’s authority, title, function or duties; (iiB) reduction of a ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change reduction in Executive’s principal position, including title and reporting relationships, duties base salary or responsibilities; or a twenty-five percent (iv25%) relocation of reduction in Executive’s principal place target bonus opportunity (unless such reduction is part of employment a Company officer-wide program to a reduce expenses); (C) the Company’s requiring Executive to be based and work out of an office or location that is more than thirty (30) 50 miles from the place office where Executive was based immediately prior to such relocation; and/or his office as is currently employed; (D) any material breach of the Effective Dateterms of this Agreement by the Company; provided however, or (E) failure of any successor or assignee to the Company will to assume this Agreement. Provided that Executive has provided with notice of the existence of a condition giving rise to “Good Reason” to terminate within ninety (90) days following the initial existence of such a condition, Employer shall have thirty (30) days from its receipt of to cure any such alleged breach, assignment, reduction or requirement referenced above, after Executive provides Employer written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable)actions or omissions constituting such breach, and if the Company does not cure the Good Reasonassignment, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for reduction or requirement. If Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive resigns Executive’s employment for Good Reason, Executive shall be paid no later than fourteen (14) days from the Companytermination date in a lump sum: (i) Executive’s obligation salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. II. severance pay or provide him with compensation and benefits under this Agreement will immediately terminate, except of nine (9) months’ worth of Executive’s salary at the rate in effect on the termination date. III. the amount equal to the cost of nine (9) months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date; and IV. an additional tax gross up payment in an amount necessary so that the Company will pay or provide amount received by Executive with to cover COBRA premiums under Section 5(f)(III) after all applicable withholding tax is deducted (xusing applicable supplemental wage withholding rates) is the Accrued Compensation and (yfull amount Executive would have received under Section 5(f)(III) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”)if no tax withholding was made. The Severance Payment Such payments will be subject to all appropriate deductions and withholdings. Upon termination of Executive’s employment hereunder due to resignation for good reason, all unvested stock options, awards, or other equity grants or awards shall immediately fully vest. Executive or Executive’s estate (as the case may be) shall be entitled to receive any vested benefits required to be paid in a single lump sum payment by law and any vested compensation required to be paid by law. Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to Executive’s status as a shareholder of the Termination Date. The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after the Termination DateCompany.

Termination by Executive for Good Reason. At any time during the Term, (i) If Executive may terminate terminates his employment for Good Reason by giving APSI sixty then, during the Severance Period, the Company shall: (60A) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any pay to Executive a sum equal to twelve (12) months of the following events without Base Salary (as then in effect); and (B) continue to make available to, and pay on Executive’s consent: behalf, the Benefits (iincluding the full premium for COBRA continuation coverage if applicable for Executive and his eligible dependents) failure of made generally available by the Company to obtain its executives for that twelve (12)-month period, to the assumption extent permitted under applicable law and the terms of the obligations benefit plans. The cash consideration payable pursuant to perform subsection (A) above shall be paid as salary continuation pay in equal monthly installments, subject to normal payroll deductions, commencing on the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location date that is more no later than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as earlier of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice following termination or the execution of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good ReasonGeneral Release. Upon a termination by Executive for Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will Any Benefits shall also be paid in a single lump sum equal monthly installments during the Severance Period. All reimbursable expenses incurred up to and including the date of termination shall be submitted for payment within thirty (30) days of termination and contain all documentation required pursuant to Company policy. All accrued vacation and any other amounts owed to Executive as of the Termination Datetermination date shall be paid on the effective date of termination. (ii) In addition, notwithstanding anything to the contrary contained in the stock option agreements evidencing the Options, Subsequent Options or the Plan or in any restricted stock unit agreement evidencing the RSUs or Subsequent RSUs, in the case of a Change of Control (as defined below), all Options, Subsequent Options, RSUs and Subsequent RSUs shall fully vest and, in the case of Options and Subsequent Options, shall be exercisable immediately prior to such Change of Control regardless of Executive’s continued employment status. The Severance Payment is subject to In the event Executive terminates his employment for Good Reason other than as a result of a Change of Control, all applicable payroll tax withholdings. The Accrued Compensation Options, Subsequent Options, RSUs or Subsequent RSUs will be paid treated in accordance with subsection (c)(i) above. (iii) Executive’s termination of his employment shall be for “Good Reason” if following a Change of Control the Company (including any successor in interest): (A) terminates Executive’s employment at any time within thirty the one year anniversary of such Change of Control, for reasons other than for Cause, or death or disability (30which will be dealt with on a case-by-case basis at the time either such event occurs); (B) days after Executive voluntarily terminates his employment within six (6) months of the Termination DateCompany’s (or any successor in interest) material reduction of Executive’s level of responsibility; or (C) Executive terminates his employment within six (6) months of the Company’s (or any successor in interest) material reduction of the Base Salary, except for any salary reduction that is generally applicable to the Company’s executives; provided that in the case of (B) and (C) above, “Good Reason” shall only (iv) For purposes of this Agreement, the term "Change of Control" shall mean any of the following transactions: (A) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; (B) the sale, transfer or other disposition of all or substantially all of the assets of the Company (including the capital stock of the Company’s subsidiary corporations); (C) the complete liquidation or dissolution of the Company; (D) any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger but excluding any such transaction or series of related transactions that the Board of Directors determines shall not be a Change of Control; or (E) the acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities but excluding any such transaction or series of related transactions that the Board of Directors determines shall not be a Change of Control.

Termination by Executive for Good Reason. At any time during the Term, (i) If Executive may terminate terminates his employment for Good Reason by giving APSI sixty (60as defined below) days’ prior written notice specifying in such notice then, during the basis for Severance Period, the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any Company shall (A) pay to Executive a sum equal to twelve (12) months of the following events without Base Salary (as then in effect) and (B) continue to make available to, and pay on Executive’s consent: behalf, the Benefits (iincluding the full premium for COBRA continuation coverage if applicable for Executive and his eligible dependents) failure of made generally available by the Company to obtain its Executives for that twelve (12)-month period, to the assumption extent permitted under applicable law and the terms of the obligations benefit plans. The cash consideration payable pursuant to perform subsection (A) above shall be paid as salary continuation pay in equal monthly installments, subject to normal payroll deductions, commencing on the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location date that is more no later than the earlier of thirty (30)) miles from days following termination or the place where Executive was based immediately prior to such relocation; and/or his office as execution of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good ReasonGeneral Release. Upon a termination by Executive for Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will Any Benefits shall also be paid in a single lump sum equal monthly installments during the Severance Period. All reimbursable expenses incurred up to and including the date of termination shall be submitted for payment within thirty (30) days of termination and contain all documentation required pursuant to Company policy. All accrued vacation and any other amounts owed to Executive as of the Termination Datetermination date shall be paid on the effective date of termination. (ii) In addition, notwithstanding anything to the contrary contained in the stock option agreements evidencing such Options, Subsequent Options or the Plan or in any restricted stock unit agreement evidencing any such RSUs or Subsequent RSUs, in the case of a Change of Control where the consideration being paid is solely in cash, all Options and RSUs, and Subsequent Options and Subsequent RSUs shall fully vest and, in the case of Options and Subsequent Options, shall be exercisable immediately prior to such Change of Control regardless of Executive’s continued employment status. The Severance Payment In the case of any Change of Control where the consideration is subject stock or a combination of stock and cash, the vesting, acceleration and exercisability provisions of the existing agreements evidencing and Options, Subsequent Options or RSUs shall continue to all applicable payroll tax withholdings. The Accrued Compensation govern. (iii) Executive's termination of his employment shall be for "Good Reason" if following a Change of Control the Employer (including any successor in interest) (A) terminates Executive’s employment at any time within the one year anniversary of such Change of Control (as defined (iv) below), or reasons other than for Cause, or death or disability (which will be paid dealt with on a case-by-case basis at the time either such event occurs); (B) Executive voluntarily terminates his employment within six (6) months of the Company's (or any successor in interest) material reduction of Executive's level of responsibility; or (C) Executive terminates his employment within six (6) months of the Company's (or any successor in interest) material reduction of the Base Salary, except for any salary reduction that is generally applicable to the Company's executives; provided that in the case of (B) and (C) above, “Good Reason” shall only be found to exist if prior to Executive’s resignation for Good Reason, the Executive has provided thirty (30) days after written notice to the Termination DateCompany within ninety (90) days following the existence of such Good Reason event indicating and describing the event resulting in such Good Reason, and the Company does not cure such event within ninety (90) days following the receipt of such notice from Executive. In the event the Company fails to timely cure, Executive may resign upon expiration of the cure period. (v) For purposes of this Agreement, the term "Change of Control" shall mean any of the following transactions: (A) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; (B) the sale, transfer or other disposition of all or substantially all of the assets of the Company (including the capital stock of the Company's subsidiary corporations); (C) the complete liquidation or dissolution of the Company; (D) any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger but excluding any such transaction or series of related transactions that the Board of Directors determines shall not be a Change of Control; or (E) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities but excluding any such transaction or series of related transactions that the Board of Directors determines shall not be a Change of Control.

Termination by Executive for Good Reason. At a. The Executive shall at all times have the right, upon fifteen (15) days written notice to the Company, to terminate the Term of Employment. Upon termination of the Term of Employment pursuant to this Section 5.5(a) by the Executive, the Company shall (i) pay to the Executive any time unpaid Base Salary through the effective date of termination specified in such notice; and (ii) pay to the Executive his accrued but unpaid Performance Bonus, if any, for any Bonus Period ending on or before the termination of Executive’s employment with the Company. b. Upon termination of the Term of Employment pursuant to this Section 5.5 by the Executive for Good Reason, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice; and (ii) pay to the Executive the accrued but unpaid Performance Bonus, if any, for any Bonus Period ending on or before the termination of Executive’s employment with the Company. Subject to Section 5.7 below, the Company shall pay to the Executive in a the equivalent of twelve (12) months of Executive's Base Salary in the form of salary continuation commencing on the first regularly scheduled payroll date following the effective date of the Release described in Section 5.7 below, reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents for twelve (12) months following the effective date of termination and accelerated vesting of any unvested Initial Vesting Period stock options, calculated on a pro-rata basis from the Effective Date through the effective date of termination (“Severance Benefits”). The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and payment of compensation for unused vacation days that have accumulated during the Term, Executive may terminate his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying calendar year in which such notice the basis for the Good Reason termination. termination occurs). c. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consent: shall mean (i) failure the assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 1 of this Agreement, or any other action by the Company to obtain which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the assumption Company promptly after receipt of notice thereof given by the obligations to perform the Agreement by any successorExecutive; (ii) reduction any failure by the Company to comply with any of ten percent (10%) or more the provisions of Section 3 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Base Salary; (iii) demotion or material adverse change in Company promptly after receipt of notice thereof given by the Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iviii) relocation of Executive’s principal primary place of employment work to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his its current business office as of the Effective Dateat ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇; provided however, that (1) business travel required for Executive to perform the obligations he has under this Agreement shall not constitute Good Reason; and (2) in order to effect resignation for Good Reason all of the following must occur: (x) Executive must provide the Company will have thirty (30) days from its receipt of any with written notice of within the Good Reason termination in which sixty-day period following the event(s) giving rise to take corrective action Executive’s intent to cure the voluntarily resign his employment for Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive for Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment such event is not remedied by within thirty (30) days following the Company’s receipt of the Termination Date. The Severance Payment such written notice; and (z) Executive’s resignation is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within effective not later than thirty (30) days after the Termination Dateexpiration of such thirty (30) day cure period.

Termination by Executive for Good Reason. At any time during the Term, Executive may terminate his services hereunder for Good Reason (as defined below); provided that Executive first gives the Company a written notice of his intent to terminate for Good Reason at least thirty (30) calendar days prior to the effective date of any such termination, and, if Executive has Good Reason to terminate his services hereunder, Executive’s services shall terminate upon such 30th calendar date. In theevent Executive terminates his employment for Good Reason by giving APSI sixty Reason, the Company shall pay to Executive (60i) daysin accordance with Section 4(h) hereof, his then current accrued and unpaid Base Salary through the effective date of his termination as well as 100% of any accrued and unpaid bonus for any years preceding the year of termination (it being expressly agreed that except as hereinafter provided, Executive shall have no rights to receive a bonus in respect of the year in which termination occurs), (ii) in 24 equal monthly installments (with the last such installment to occur on the second anniversary of such termination), an additional amount equal to two years’ prior written notice specifying in such notice the basis of Base Salary and Executive’s bonus for the Good Reason terminationyear of termination (it being agreed that Executive’s bonus for the year of termination to be paid under this Section 4(d) shall be deemed to be equal to two years’ of Base Salary), and (iii) other benefits and payments to which Executive is then entitled hereunder or pursuant to Section 4(k). For purposes of this Agreement“GOOD REASON” shall mean, “Good Reason” means without the Executive’s consent, the occurrence of any of the following events without circumstances unless such circumstances are fully corrected prior to the expiration of the fifteen (15) calendar day period following delivery to the Company of Executive’s consentnotice of intention to terminate his employment for Good Reason describing such circumstances in reasonable detail: (iA) failure of the Company to obtain the assumption of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material an adverse change in Executive’s principal positiontitle as CEO of the Company, including title and reporting relationshipsExecutive’s involuntary removal from the Board or as a non-voting member of the Executive Committee of the Board, or failure of Executive to be elected to the Board or as a non-voting member of the Executive Committee of the Board at any time during the Term; (B) a substantial diminution in Executive’s duties, responsibilities or authority for the Company, taken as a whole (except during periods when Executive is unable to perform all or substantially all of Executive’s duties or responsibilitiesresponsibilities as a result of Executive’s illness (either physical or mental) or other incapacity); (C) a change in location of the Company’s chief executive office to a location more than 50 miles from its current location; or (ivD) relocation any other material breach of Executive’s principal place of employment this Agreement. Executive shall be deemed to a location that is more than thirty (30) miles from the place where Executive was based immediately prior have waived his rights to such relocation; and/or terminate his office as of the Effective Date; services hereunder for circumstances constituting Good Reason if he shall not have provided however, to the Company will have thirty (30) days from its receipt of any written a notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) calendar days after he knows or should have known immediately following his knowledge of the initial existence of the condition listed above making any such termination a termination for circumstances constituting Good Reason. Upon a termination by Executive for Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment within thirty (30) days of the Termination Date. The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after the Termination Date.

Termination by Executive for Good Reason. At any time during In the Term, event that Executive may terminate his terminates her employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consent: (i) failure of with the Company to obtain the assumption of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive for Good Reason, the Company’s obligation Company shall pay Executive an amount equal to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate her Base Annual Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will be paid year in which termination occurs in a single lump sum cash payment within thirty (30) days as soon as administratively feasible following the Date of the Termination Date. The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) but no later than 70 days after the Date of Termination Date(subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through her Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive her award under any AICP for the calendar year of her Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time.

Termination by Executive for Good Reason. At any time Termination by the Company Other Than for Cause, Death, Disability, Retirement, or Normal Expiration of Employment Period. If, during the TermEmployment Period: (i) the Company terminates Executive's employment other than for Cause, death, Disability, or Retirement, or (ii) Executive may terminate his terminates employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in following the Company's failure to cure such notice the basis for the Good Reason termination. For purposes as set forth in Section 5(c) of this Agreement, “Good Reason” means the occurrence of any of Company will pay Executive the following events without Executive’s consent: amounts and provide the following benefits: (i) failure Executive's Base Salary earned through the Date of Termination to the Company extent not already paid (such amount is hereinafter referred to obtain as the assumption “Accrued Obligations”) will be paid as soon as practicable after the Date of Termination per the obligations to perform the Agreement by any successor; Company's customary payroll practices; (ii) reduction of ten percent (10%) to the extent not previously paid or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title provided and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office only if earned as of the Effective Date; provided howeverDate of Termination, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive for Good Reason, the Company’s obligation to timely pay or provide him with compensation and to Executive any other amounts or benefits which Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company (the “Other Benefits”) pursuant to the terms of such Other Benefits; and (iii) subject to Section 13(i) of this Agreement will immediately terminateand Executive's execution of a Release in substantially the form of Exhibit B hereto (the “Release”) within the time set forth in Section 6(g) of this Agreement, except that the Company will pay or to Executive in a lump sum in cash the amount in (A) on the 30th day after the Date of Termination, pay the amount in (B) as set forth below, and provide Executive with the benefits in (xC): (A) a single year of compensation in an amount equal to one (1) times the Accrued Compensation and (y) the aggregate highest combined annual Base Salary owed for and Variable Compensation earned by Executive from the remaining period Company, including any such amounts earned but deferred, in the last three fiscal years before the Date of Termination, less normal withholdings, and an additional amount (the Term “Retention Benefit”) equal to one-twelfth (together 1/12) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three fiscal years before the Date of Termination, less normal withholdings, times the number of full years beyond ten (10) years that the Executive was consecutively employed by the Company prior to the Date of Termination, less normal withholdings (collectively the “Severance PaymentBenefits”); provided, however, that the maximum amount that Executive may receive under this Section 6(a)(iii)(A) is two (2) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three fiscal years before the Date of Termination. The Notwithstanding the foregoing, if the Date of Termination occurs within 12 months after or otherwise in contemplation of a Change in Control, as defined in Exhibit C, Executive will receive Severance Payment will be paid Benefits in an amount equal to two (2) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three fiscal years before the Date of Termination, less normal withholdings, but no Retention Benefit. Executive's entitlement to receive and retain the amounts set forth in this Section 6 are conditioned on Executive's compliance with the Restrictions on Conduct described in Section 11. With respect to any amounts due Executive under this Section 6(a)(iii)(A), Executive may elect to receive such amounts in a single lump sum payment within thirty (30) days or in bi-weekly installments pursuant to the Company's normal payroll cycle during the term of the Termination Date24-month period referenced in Sections 11(c)(i) through 11(c)(vi); (B) a bonus equal to the pro rata portion (based on the number of days elapsed in the current fiscal year through the Date of Termination) of the current fiscal year annual variable compensation, if any, that would otherwise be payable if the Executive had continued employment through the end of the current fiscal year, based on actual performance (the “Pro Rata Bonus”). The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation Pro Rata Bonus, if any, less normal withholdings will be paid within thirty 30 days of the Committee's certification that the Executive has met the necessary performance criteria, which will be no later than the later of March 15 following the end of the calendar year in which Executive's right to the bonus vests or the 15th day of the third month following the end of the Company's fiscal year in which Executive's right to the bonus vests; and (30C) days after for up to twenty-four (24) months following the Termination DateDate of Termination, the Company will reimburse Executive on a monthly basis for payments made by Executive which are in excess of the monthly rates paid by active employees, for medical and dental insurance benefits. Reimbursement may cease sooner than twenty-four (24) months if Executive becomes eligible to receive similar benefits under another employer provided or group plan (which may be the plan of the Executive's new employer or his spouse's employer) and, in such event, Executive's right to participate in the Company's medical and dental insurance plans ceases. Such cash reimbursements will be made per the Company's customary payroll practices (not less frequently than monthly) for up to the twenty-four (24) months following the Date of Termination. To receive the benefits offered under this Section 6(a)(iii)(C), Executive may be required to elect COBRA coverage under the Company's medical and dental insurance plans.

Termination by Executive for Good Reason. At a. The Executive shall at all times have the right, upon fifteen (15) days written notice to the Company, to terminate the Term of Employment. Upon termination of the Term of Employment pursuant to this Section 5.5(a) by the Executive, the Company shall (i) pay to the Executive any time unpaid Base Salary through the effective date of termination specified in such notice; and (ii) pay to the Executive his accrued but unpaid Performance Bonus, if any, for any Bonus Period ending on or before the termination of Executive’s employment with the Company. b. Upon termination of the Term of Employment pursuant to this Section 5.5 by the Executive for Good Reason, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice; and (ii) pay to the Executive the accrued but unpaid Performance Bonus, if any, for any Bonus Period ending on or before the termination of Executive’s employment with the Company. Subject to Section 5.7 below, the Company shall pay to the Executive in a the equivalent of twelve (12) months of Executive's Base Salary in the form of salary continuation commencing on the first regularly scheduled payroll date following the effective date of the Release described in Section 5.7 below and reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents for twelve (12) months following the effective date of termination (“Severance Benefits”). The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and payment of compensation for unused vacation days that have accumulated during the Term, Executive may terminate his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying calendar year in which such notice the basis for the Good Reason termination. termination occurs). c. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consent: shall mean (i) failure the assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 1 of this Agreement, or any other action by the Company to obtain the assumption of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more which results in the Base Salary; (iii) demotion or material adverse change a diminution in Executive’s principal such position, including title and reporting relationshipsauthority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; or (ivii) relocation of Executive’s principal place of employment any failure by the Company to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as comply with any of the Effective Dateprovisions of Section 3 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; provided however, that in order to effect resignation for Good Reason all of the following must occur: (x) Executive must provide the Company will have thirty (30) days from its receipt of any with written notice of within the Good Reason termination in which sixty-day period following the event(s) giving rise to take corrective action Executive’s intent to cure the voluntarily resign his employment for Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive for Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment such event is not remedied by within thirty (30) days following the Company’s receipt of the Termination Date. The Severance Payment such written notice; and (z) Executive’s resignation is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within effective not later than thirty (30) days after the Termination Dateexpiration of such thirty (30) day cure period.

Termination by Executive for Good Reason. At any time during the Term, Executive may terminate his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without It is expressly acknowledged and agreed that if Executive’s consent: (i) failure of employment shall be terminated because the Company to obtain the assumption of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive resigns for Good Reason, then all of the Company’s obligation to pay or provide him with compensation obligations under Sections 1 through 5 of the Company and benefits under this Agreement will immediately terminate, Executive shall cease except that the Company will pay shall pay, or provide the following benefits, to Executive with without further recourse or liability to the Company: (xi) an amount equal to the Accrued Compensation and (y) the aggregate unpaid portion of Executive’s Current Base Salary owed earned through the Termination Date; (ii) an amount equal to the prorata Annual Management Bonus for the remaining period completed portion of the Term current annual pay period where the total Annual Management Bonus is determined in accordance with Section 5.2; (together iii) an amount equal to the “Severance Payment”). The Severance value of Executive’s vacation pay accrued as of the Termination Date; (iv) one (1) year’s Current Base Salary as severance in pay continuation Payment will be paid made in bi-weekly payments during the Initial Salary Continuation Period; (v) during the Total Salary Continuation Period, Executive will continue to be eligible for medical, dental and vision plans in which the Executive was a single lump sum payment within thirty (30) days of participant at the Termination Date. The Severance Payment Company will continue to pay the employer portion of the costs of these plans during the Total Salary Continuation Period; (vi) if the Executive has not found full time comparable executive position with another employer during the Initial Salary Continuation Period, the Company will extend the bi-weekly payment plan on a month to month basis until the earlier to occur of (A) one (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, subject only to the Executive’s obligation to inform the Company’s Human Resources Department that Executive’s search for replacement employment is subject to ongoing and continuing in good faith. Said Notice from Executive shall be made on the 15th of the month commencing with the last month of the Initial Salary Continuation Period and monthly thereafter as applicable. Notice shall be made in accordance with Section 13 of this Agreement. Executive’s rights under the Total Salary Continuation Period shall not be offset by income earned from consulting fees with the Company, by short term and/or sporadic consulting fees earned from any other business entity or by income received for part time employment with another business entity; and (vii) any and all payment by the Company under this Agreement are and shall be specifically conditioned upon full compliance by the Executive with all elements of the Executive Invention, Nondisclosure, Noncompetition and Nonsolicitation Agreement (attached as Exhibit B) and the other applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after the Termination Dateprovisions of this Agreement.

Termination by Executive for Good Reason. At Executive may resign from and terminate his employment with the Company for Good Reason at any time upon at least ten (10) days prior written notice, provided that the Company fails to reasonably address and remedy the circumstances constituting "Good Reason" within such ten (10) day period. If Executive resigns for Good Reason, Executive shall be entitled to receive the Base Salary and benefits as set forth in Section 2.1 and Section 2.2(a), respectively, through the effective date of such termination, and such post termination benefits as are specified in Section 2.2(b) or 2.2(c), as applicable. If such termination occurs during the first three years of the Term, Executive may terminate his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying shall also be entitled to receive, as severance, upon execution of a release in such notice the basis for form attached as Exhibit A hereto and the Good Reason termination. For purposes expiration of any revocation period thereunder without revocation, and conditional upon Executive’s continued adherence to the post termination covenants in this Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consent: (iA) failure of the Company an amount equal to obtain the assumption of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in one year's Base Salary at the Base Salary; (iii) demotion or material adverse change Salary rate in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location that is more than thirty (30) miles from the place where effect for Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice effective date of the Good Reason termination termination, payable in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective regular installments at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided furthertime salary would have been payable, provided, however, for Executive to exercise his right to termination for Good Reason he must provide written notice that such payments shall be deferred until the six-month anniversary of the date of Executive's termination for Good Reason within sixty (60) days after he knows or should have known of employment if deferral to such anniversary date is required to comply with the provisions of Section 409A of the initial existence Internal Revenue Code, and (B) a pro rata portion of Executive's anticipated bonus under Section 2.3 for the condition listed above making any such fiscal year in which the termination a termination for Good Reason. Upon a termination by Executive for Good Reasonoccurs, the Company’s obligation amount of which pro rata portion shall be equal to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued target bonus amount authorized and approved for Executive by the Company Board’s Compensation and Committee for such fiscal year multiplied by (y) a fraction, the aggregate Base Salary owed for numerator of which is the remaining period number of calendar days (through and including the effective date of the Term (together termination) in such fiscal year that Executive was employed by the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment within thirty (30) days Company, and the denominator of which is the Termination Date. The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after the Termination Datenumber 365.

Termination by Executive for Good Reason. At any time during Executive’s employment pursuant to this Agreement shall terminate in the Term, event Executive may terminate his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, shall determine that there is “Good Reason” means to terminate his employment, which shall mean the occurrence following: a. Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; b. the assignment to Executive of any of the following events without duties that are substantially inconsistent with or materially diminish Executive’s consent: (i) position prior to execution of this Agreement; c. a material reduction of Executive’s salary, other than as a result of a general salary reduction affecting substantially all Company employees; d. any failure of by the Company to obtain the assumption of the obligations to perform the this Agreement by any successorsuccessor or assign of the Company; (ii) reduction of ten percent (10%) or e. a requirement that the Executive be based at any office or location more in the Base Salary; (iii) demotion or material adverse change in than 50 miles from Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a primary work location that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as the Effective Date of this Agreement. Provided that Executive has provided with notice of the Effective Date; provided howeverexistence of a condition giving rise to “Good Reason” to terminate within ninety (90) days following the initial existence of such a condition, the Company will Employer shall have thirty (30) days from its receipt of to cure any such alleged breach, assignment, reduction or requirement under Subsections a, b, c and e, above, after Executive provides Employer written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable)actions or omissions constituting such breach, and if the Company does not cure the assignment, reduction or requirement. If Executive resigns his employment for Good Reason, the Good Reason termination will Executive shall be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within paid no later than sixty (60) days after he knows or should have known from the termination date in a lump sum: a. (i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. ▇. ▇▇▇▇▇▇▇▇▇ pay of (i) twelve (12) months’ worth of Executive’s salary at the rate in effect on the termination date, and (ii) a prorated portion of the initial existence of the condition listed above making any such termination a termination for Good Reasoncurrent year’s target bonus amount. Such payments will be subject to all appropriate deductions and withholdings. Upon a termination by termination, Executive for Good Reasonwill have no rights to any unvested benefits or any other compensation. Executive shall only be entitled to such severance pay if, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment within thirty (30) days following the date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholder of the Termination Date. The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after the Termination DateCompany.

Termination by Executive for Good Reason. At Executive may resign from and terminate his employment with the Company for Good Reason at any time upon at least ten (10) days prior written notice, provided that the Company fails to reasonably address and remedy the circumstances constituting “Good Reason” within such ten (10) day period. If Executive resigns for Good Reason, Executive shall be entitled to receive the Base Salary and benefits as set forth in Section 2.1 and Section 2.2(a), respectively, through the effective date of such termination, and such post termination benefits as are specified in Section 2.2(b) or 2.2(c), as applicable. If such termination occurs during the first three years of the Term, Executive may terminate his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying shall also be entitled to receive, as severance, upon execution of a release in such notice the basis for form attached as Exhibit A hereto and the Good Reason termination. For purposes expiration of any revocation period thereunder without revocation, and conditional upon Executive’s continued adherence to the post termination covenants in this Agreement, “Good Reason” means (A) an amount equal to one year’s Base Salary at the occurrence of any Base Salary rate in effect for Executive as of the following events without Executive’s consent: (i) failure effective date of the Company to obtain termination, payable in regular installments at the assumption time salary would have been payable, provided, however, that such payments shall be deferred until the six-month anniversary of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilities; or (iv) relocation date of Executive’s principal place termination of employment to a location that is more than thirty (30) miles from the place where Executive was based immediately prior if deferral to such relocation; and/or his office as anniversary date is required to comply with the provisions of Section 409A of the Effective Date; provided howeverInternal Revenue Code, and (B) a pro rata portion of Executive’s anticipated bonus under Section 2.3 for the fiscal year in which the termination occurs, the Company will have thirty (30) days from its receipt amount of any written notice of the Good Reason termination in which pro rata portion shall be equal to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive for Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide Executive with (x) the Accrued target bonus amount authorized and approved for Executive by the Company Board’s Compensation and Committee for such fiscal year multiplied by (y) a fraction, the aggregate Base Salary owed for numerator of which is the remaining period number of calendar days (through and including the effective date of the Term (together termination) in such fiscal year that Executive was employed by the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment within thirty (30) days Company, and the denominator of which is the Termination Date. The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after the Termination Datenumber 365.

Termination by Executive for Good Reason. At any time during Executive’s employment pursuant to this Agreement shall terminate in the Term, event Executive may terminate his employment for Good Reason by giving APSI sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this Agreement, shall determine that there is “Good Reason” means to terminate her employment, which shall mean the occurrence of any following: a. Employer’s material breach of the following events without terms of this Agreement or any other written agreement between Executive and Employer; b. a material reduction of Executive’s consent: (i) salary, other than as a result of a general salary reduction affecting substantially all Company employees; c. any failure of by the Company to obtain the assumption of the obligations to perform the this Agreement by any successor; (ii) reduction successor or assign of ten percent (10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and reporting relationships, duties or responsibilitiesCompany; or (iv) relocation of Executive’s principal place of employment to a location Provided that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as has provided with notice of the Effective Date; provided howeverexistence of a condition giving rise to “Good Reason” to terminate within ninety (90) days following the initial existence of such a condition, the Company will Employer shall have thirty (30) days from its receipt of to cure any such alleged breach, assignment, reduction or requirement referenced above, after Executive provides Employer written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable)actions or omissions constituting such breach, and if the Company does not cure the Good Reasonassignment, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for reduction or requirement. If Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive resigns her employment for Good Reason, Executive shall be paid no later than fourteen (14) days from the Companytermination date in a lump sum: (i) her salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s obligation then current policy on business expenses. b. ▇▇▇▇▇▇▇▇▇ ▇ay of six (6) months’ worth of Executive’s salary at the rate in effect on the termination date. c. the amount equal to pay or provide him with compensation and benefits under this Agreement will immediately terminate, except to the cost of six (6) months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date; and d. an additional tax gross up payment in an amount necessary so that the Company will pay or provide amount received by Executive with to cover COBRA premiums under Section 7(c) after all applicable witholding tax is deducted (xusing applicable supplemental wage witholding rates) is the Accrued Compensation and (yfull amount Executive would have received under Section 7(c) the aggregate Base Salary owed for the remaining period of the Term (together the “Severance Payment”)if no tax witholding was made. The Severance Payment Such payments will be paid in a single lump sum payment subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights to any unvested benefits or any other compensation. Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to her status as a shareholder of the Termination DateCompany. The Severance Payment is subject Upon termination of Executive’s employment due to Executive’s Resignation for Good Reason, all applicable payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after unvested stock options, awards, etc., shall immediately fully vest for the Termination Datebenefit of Executive’s estate.