Exhibit 10.1 

EMPLOYMENT AGREEMENT 

     AGREEMENT dated as of the 30th
day of November, 2009, by and between
ADVANCED PHOTONIX, INC., a Delaware corporation (the “Company”), and RICHARD D. KURTZ
(“Employee”). 

     In consideration of the mutual
covenants herein contained, it is agreed by and between the Company and Employee
as follows: 

     1. Employment Term. The Company hereby
continues the employment of Employee, and
Employee hereby accepts such continued employment by the Company, for the period
(the “Employment Period”) commencing as of the date hereof and continuing until
sooner terminated in accordance with the provisions of Section 4.

     2. Scope of Duties. Employee’s position
with the Company will be President and Chief
Executive Officer (“CEO”). As CEO, Employee will be responsible for corporate
oversight, investment banking relations and strategic planning and will have
such other authority and responsibilities as the Board of Directors of the
Company (the “Board”) reasonably may determine from time to time. The Board shall endeavor
to maintain Employee as a Director of the Company during the period while this
Agreement is in effect. Employee shall devote his entire working time, energy,
skill, and best efforts to the performance of his duties hereunder in a manner
which will faithfully and diligently further the business and interest of the
Company. Employee shall be permitted to engage in private investment activity,
charitable activities and, with the prior consent of the Board of Directors, to
serve as a director of other corporations; provided, however, that in each case
such activities do not (i) interfere or conflict with the performance of his
duties or violate any of his obligations hereunder or (ii) preclude the Company
or any Subsidiary (as defined below) from obtaining contracts from any such
corporation or entity. For the purposes of this Agreement, any entity with
respect to which the Company controls, directly or indirectly, more than fifty
percent of the voting power shall be a “Subsidiary” and all such entities
shall be “Subsidiaries”. 

     3. Compensation. 

          3.1. Base
Salary. In consideration of the services to
be performed by Employee during the Employment Period, the Company agrees to pay
Employee a base salary (“Base Salary”) at the rate
of $295,000 per year payable in accordance with the Company’s customary payroll
practices as in effect from time to time. Base Salary will be reviewed no less
frequently than annually, and may be increased (but not decreased) in the sole
discretion of the independent directors of the Board or the Compensation
Committee of the Board (the “Committee”).

          3.2. Incentive
Compensation. For each fiscal year of the
Company while this Agreement is in effect, Employee will be eligible to
participate in the Company’s Executive Incentive Compensation Plan, as such Plan
from time to time be amended and in accordance with the terms thereof (or any
successor plan which provides bonuses to executives of the Company) (the “Bonus
Plan”) pursuant to which Employee will be eligible to receive additional
compensation for his services (the “Bonus”) of 50% (or such greater
percentage as the Board or the Committee may determine) of his Base Salary for
such fiscal year, the exact amount of the Bonus to be subject to the attainment
of predetermined, measurable goals determined by the Board or the Committee
after consultation with the Employee. Employee acknowledges that he has received
a copy of the Bonus Plan as currently in effect. To the extent that any
provisions of this Agreement conflict with the provisions of the Bonus Plan,
this Agreement shall govern.




          3.3. Equity
Compensation. For as long as this Agreement
is in effect, Employee shall be entitled to such equity grants of restricted
stock or stock options and other grants as may be determined from time to time
by the Committee in accordance with the Company’s 2007 Equity Incentive Plan or
any similar plan that may be adopted by the Company (the “Plan”). 

          3.4.
Other Benefits.

               3.4.1.
For as long as this Agreement is in effect, Employee shall be entitled to
participate, at the Company’s expense (but subject to any employee contribution
requirements imposed by the Company from time to time on its employees
generally) in the Company’s 401-K retirement and savings plan, its medical and dental health
insurance plan, and all other health, insurance and other benefit plans and
perquisites applicable generally to executive officers of the Company
(collectively, the “Benefit
Plans”), in each case on the same basis as is
generally applicable to other senior executive officers of the Company. Nothing
herein shall be construed to require the Company to maintain any Benefit Plan or
to limit the Company’s right to alter or amend the terms of any Benefit Plan in
the Company’s sole discretion. 

               3.4.2.
During each fiscal year while this Agreement is in effect,, Employee will be
entitled to vacation at the rate of five (5) weeks per year. Except as otherwise
provided in the Company’s employee manual as from time to time in effect, no
vacation time may be carried over from one year to the next. All vacations shall
be scheduled so as not to adversely impact the Company’s operations. In the
event of the termination of this Agreement, all accrued and unused vacation
shall be paid to Employee at Employee’s then pro-rata hourly Base Salary rate of
Employee in accordance with the Company’s regular practices and procedures in
effect from time to time.

               3.4.3.
The Company will reimburse Employee for reasonable out-of-pocket expenses
incurred in furtherance of the business of the Company and Employee’s duties
upon receipt of appropriate documentation and in accordance with the Company’s
regular reimbursement procedures and practices in effect from time to
time.

          3.5. Withholding
Taxes. The Company shall withhold from all
compensation paid to Employee hereunder all taxes and other sums which it is
required to withhold by law or under the terms of any Benefit Plan. 

     4. Termination of Agreement; Severance Payments.

          4.1. Termination. This Agreement and
Employee’s employment hereunder may be terminated as provided in Sections 4.2
through 4.7 below and the economic consequences of any such termination are set
forth in Section 4.8 below.

          4.2. Death. This Agreement and Employee’s employment by the Company
shall immediately terminate upon the death of the Employee. 

          4.3. Disability. The Company may terminate
this Agreement and Employee’s employment by the Company as a result of
Employee’s “Disability” (as defined below) upon delivery of notice of
termination to Employee by the Company. As used herein, “Disability” shall mean any
medically determinable physical or mental impairment which is reasonably likely
to result in the death of Employee or the inability of Employee, for a
continuous period of more than four (4) months to perform substantially all of
his regular duties and carry out substantially all of his responsibilities
hereunder. The Company shall have the right to have Employee examined by a
competent doctor for purposes of determining any physical or mental impairment
Employee may have suffered.




          4.4. For
Cause. The Company may terminate this
Agreement and Employee’s employment hereunder at any time for Cause (as defined
below) upon written notice given to Employee. As used herein, “Cause” means; (i) any act
of Employee which would constitute a felony (other than a driving offense) or
fraud; (ii) a continuing material breach by Employee in performing the duties
described in this Agreement (other than by reason of physical or mental
disability or impairment) which is not cured by Employee within fifteen (15)
days after the Company gives Employee written notice specifying the details of
the breach; or (iii) gross neglect, gross malfeasance, willful neglect, willful
misconduct, or dishonesty in performance of Employee’s duties
hereunder.

          4.5. For Good
Reason. Employee shall have the right to
terminate this Agreement and Employee’s employment hereunder at any time for
“Good Reason” (as defined below) upon written notice given to the Company. As
used herein, “Good Reason” means (A) Employee having attained the age of 65, or (B) the
occurrence (without the consent of Employee) of any of the following:


               (i) The removal of Employee from the position of CEO or
President, or any removal of Employee from, or any failure to reelect Employee
to, the Board; 

               (ii) The assignment to Employee of any duties materially
inconsistent with Employee’s position (including status, offices, titles and
reporting requirements), authority, duties or responsibility as contemplated by
Section 2, or any other material diminution in such position, authority, duties
or responsibilities; 

               (iii) A change in the geographic location of Employee’s
principal place of employment to a location more than forty-five (45) miles
beyond (A) the present location of the Company’s principal executive offices and
(ii) Employee’s then principal place of residence; or 

               (iv) Any failure by the Company to comply with the material
provisions of this Agreement, including the provisions of Section 3,
provided that (A) Employee gives notice of any
condition listed in clause (i) through (iv) above to the Company within 90 days
after the initial existence of the condition, which notice gives the Company 30
days within which to cure the condition, and (B) the condition is not cured
within such 30-day period. Any such termination of this Agreement shall be
effective upon the expiration of such 30-day period or at such earlier date
agreed to by the parties in writing.

          4.6. Without Good
Reason. Employee shall have the right to
terminate this Agreement and Employee’s employment hereunder without Good Reason
at any time upon not less than three (3) months’ prior written notice to the
Company.

          4.7. Without
Cause. The Company may terminate this
Agreement and Employee’s employment hereunder at any time and for any reason or
no reason and without cause, upon written notice to Employee, in which event the
Company shall have no further obligation under this Agreement except as set
forth in Section 4.8.




          4.8.
Severance Payments.

               4.8.1 Except as otherwise expressly provided in Section 4.8,2
below with respect to a termination pursuant to Section 4.3 (Disability),
Section 4.5 (For Good Reason) or Section 4.7 (Without Cause), upon a termination
of this Agreement and Employee’s employment hereunder, Employee shall be
entitled to be paid only (i) any earned but unpaid Base Salary due to Employee for the
pay period in which such termination occurs and any reimbursements due to
Employee under Section 4.3.4 above, (ii) any amounts due to Employee under (and
in accordance with the terms of) any employee benefit plan in which he was a
participant at the time of the termination of this Agreement (other than any
such plan providing severance or similar payments to employees general), and
(iii) any Bonus due to Employee under (and in accordance with the terms of) the
Bonus Plan. 

               4.8.2 In connection with a termination of this Agreement and
Employee's employment hereunder (A) by the Company as a result of Employee’s
Disability (Section 4.3) or without Cause (Section 4.7) or (B) by Employee For
Good Reason (Section 4.5), the Company shall (provided Employee is not in breach
of his obligations under Section 5 below): 

                    (i) continue to pay to Employee the Base Salary as in effect
at the time of termination for a period of two years commencing on the date of
termination (the “Pay-out
Period”) in accordance with the Company’s
customary payroll practices in effect from time to time, provided, however, that
such amount will be reduced by any amounts that Employee is paid pursuant to any
long-term disability insurance plan of the Company with respect to the Pay-out
Period; and 

                    (ii)
pay to Employee any accrued and unpaid Bonus earned by him under the Bonus Plan
with respect to the fiscal year preceding the year of termination, plus a pro
rated portion (based on a fraction, the numerator of which is the number of days
in the fiscal year preceding the date of termination and the denominator of
which is 365) of any Bonus that would have been earned by him under the Bonus
Plan for the fiscal year of termination assuming that this Agreement had
continued in effect for the full fiscal year, in each case payable at the times
provided in the Bonus Plan; and 

                    (iii)
during the Pay-out Period, the Company will use its reasonable best efforts
(provided,
however, that it shall not be required to incur any out of pocket costs) to
ensure that Employee will be entitled to continue to participate (on the same
terms as are applicable to employees of the Company generally, including any
obligation of a participant to make contributions) in any group medical or
dental health insurance plans in which Employee is participating at the time of
the termination of his employment. The Company will continue to pay the
employer’s share (as from time to time determined under the terms of such plans)
of the monthly premium applicable to Employee’s coverage thereunder (the
“Monthly Cost”) for so long as Employee is eligible for and elects to continue such
coverage and in the event that Employee is not so eligible but elects to
continue such coverage under the provisions of the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”), the Company will reimburse
Employee for an amount equal to the Monthly Cost for so long during the Pay-out
Period as Employee is eligible and elects to continue such coverage under
COBRA.

     Employee’s right to receive any
payments provided for under Section 4.8.2 is conditioned upon and subject to
Employee’s execution and delivery of a general release (substantially in the
form of that attached hereto as Exhibit A) within 60 days after the date of the
termination of this Agreement and if such executed general release is not
delivered to the Company on or prior to the 60th day after the date of termination of this Agreement, the Company shall
have no obligation to make any payments or to provide any benefits to Employee
under this Section 4.8.




               4.8.3 In the event (i) of a termination of this Agreement and
Employee’s employment hereunder pursuant to Section 4.5 and (ii) if the Company
has securities which are publicly traded on an “established securities exchange”
and Employee is a “specified employee,” in each case within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”), at
the time of such termination, then notwithstanding the provisions of Section
4.8.2 hereof, the payment of any sums due to Employee under Section 4.8.2 (i)
and (ii) during the six months following the date of such termination of this
Agreement (the “Delay Period”) shall be deferred and paid to Employee, in a lump
sum and without interest, one day after the end of the Delay Period.

               4.8.4 With respect to the provision of benefits to Employee
pursuant to Section 4.8.1(iii), the provision of benefits in kind to Employee or
the provision of reimbursement to Employee therefore shall be subject to the
following conditions: (i) the amount of expenses eligible for reimbursement or
in-kind benefits provided during Employee’s taxable year may not affect the
expenses eligible for reimbursement or in-kind benefits to be provided to
Employee in any other taxable year; (ii) the reimbursement of an eligible
expense must be made on or before the last day of Employee’s taxable year
following the taxable year in which the expense was incurred; and (ii) the right
to reimbursement or in-kind benefits may not be subject to liquidation or
exchange for another benefit.

               4.8.5 The provisions of Sections 4.8.3. and 4.8.4 shall apply
only in the event and to the extent necessary to prevent the imposition of any
accelerated or additional tax under Code Section 409A. 

               4.8.6 Any payment to Employee under this Section 4.8 shall
constitute liquidated damages and not a penalty, and Employee shall not be
obligated to seek employment to mitigate his damages; nor shall any compensation
Employee receives from any party subsequent to such termination be an offset to
the amount of any payment hereunder. 

	      	5.	 	Disclosure of
      Confidential Information, Assignment of
      Inventions, and Covenants Not to Compete.


          5.1. Confidential
Information. Employee acknowledges that the
Company (which term, for purposes of this Section 5, shall be deemed to include
Advanced Photonix, Inc. and its Subsidiaries) possesses secret and confidential
information, know-how, customer lists, purchasing, merchandising and selling
techniques and strategies, business opportunities, trade secrets, formulas,
techniques, methods and other information used in its operations of which
Employee has or will obtain knowledge, whether learned by him prior to or
following the date hereof and whether learned by him as an employee of the
Company, as a member of the Board or otherwise, and whether or not developed by
Employee (collectively, “Confidential
Information”), and that the Company will
suffer serious and irreparable damages and harm if this Confidential Information
were disclosed to any other party or if Employee used this information to
compete against the Company. Accordingly, Employee hereby agrees that except as
required by Employee’s duties to the Company or as may otherwise be required by
law or judicial process, Employee, without the consent of the Board, shall not
at any time while this Agreement is in effect at any time thereafter disclose or
use any Confidential Information, unless such Confidential Information shall be
or becomes public knowledge other than as a result of Employee’s direct or
indirect disclosure of the same. 




          5.2. Discoveries and
Works. Any and all writings, inventions,
improvements, process and/or techniques which Employee may make, conceive,
discover or develop, either solely or jointly with any other person or persons,
while he has been employed by the Company, whether during working hours or at
any other time and whether at the request or upon the suggestion of the Company
or otherwise, which relate to or are useful in connection with any business now
or hereafter carried on or contemplated by the Company, including developments
or expansions of its present fields of operations, shall be the sole and
exclusive property of the Company. Employee shall make full disclosure to the
Company of all such writings, inventions, improvements, process, procedures and
techniques, and shall do everything necessary or desirable to vest the absolute
title thereto in the Company. Employee shall write and prepare all
specifications and procedures regarding such inventions, improvements, process,
procedures and techniques, and otherwise aid and assist the Company so the
Company can prepare and present applications for copyright or Letters of Patent
wherever possible, as well as reissues, renewals, and extensions thereof in all
countries in which it may desire to have a copyright or patent protection.
Employee shall not be entitled to any additional or special compensation or
reimbursement regarding any and all such inventions, improvements, process,
procedures and techniques. 

          5.3. Non-Compete. Employee agrees that
while this Agreement is in effect and for the longer of (i) the Pay-Out Period,
or (ii) a one-year period after any termination of this Agreement (the
“Restricted Period”), Employee will not, directly or indirectly, alone or with others,
individually or through or by a corporate or other business entity in which he
may be interested as a partner, member, shareholder, joint venturer, officer,
director, employee or otherwise, own, manage, control, participate in, lend his
name to, or render services to or for any business within the United States of
America or Canada which is competitive with that of the Company’s primary lines
of business, provided, however, that the foregoing shall not be deemed to prevent
the ownership by Employee of up to two percent (2%) of any class of securities
of any corporation which is regularly traded on any national securities
exchange. For the purpose of this Agreement, a business activity competitive
with the primary lines of business of the Company shall include the design,
manufacture, marketing, sale, distribution or servicing high-speed optical
detectors, terahertz devices, components, subsystems and systems, III-V and
semiconductor epilayer designs and structures and any other product or product
group hereafter in development, manufactured, marketed, sold, distributed or
serviced by the Company after the date hereof, but in each case which is the
same as or similar to or competes with, or has a usage allied to, a product
being actively developed, marketed, sold or distributed by the Company at any
time during Employee’s final twelve (12) months of employment by the Company.


          5.4. Non-interference. Employee further
agrees that during the Restricted Period, without the prior written consent of
the Company, he will not, directly or indirectly, (i) induce or assist (or
attempt to induce or assist) any other person who (at the date of the
termination of Employee’s employment hereunder or at any time within six (6)
months prior to such date) was an employee of the Company to leave the employ of
the Company, or in any way interfere with the relationship between the Company
and such person, or (ii) induce or assist (or attempt to induce or assist) any
customer, supplier, franchisee, licensee, distributor or other person or entity
with whom the Company (at the date of the termination of Employee’s employment
hereunder or at any time within six (6) months prior thereto) maintained a
business relationship to cease doing business with the Company, or in any way
interfere with such relationship. 




          5.5. Enforcement. If, at the time of
enforcement of any provisions of this Section 5, a court of competent
jurisdiction holds that the restrictions stated herein are unreasonable under
the circumstances then existing, the parties hereto agree that the maximum
period, scope or geographical area reasonable under such circumstances will be
substituted for the stated period, scope or area. Employee agrees that the
covenants made in this Section 5 shall be construed as an agreement independent
of any other provision of this Agreement, and shall survive the termination of
this Agreement. 

          5.6. Injunctive
Relief. Employee acknowledges that the
restrictions contained herein are reasonable and necessary in order to protect
the legitimate interest of the Company, and that any violation thereof would
result in irreparable injuries to the Company, and Employee therefore
acknowledges that, in the event of his violation of any of these restrictions,
the Company shall be entitled to obtain from any court of competent jurisdiction
preliminary and permanent injunctive relief, without the necessity of posting
bonds, as well as damages and an equitable accounting of all earnings, profits
and other benefits arising from such violation, which rights shall be cumulative
and in addition to any other rights or remedies to which the Company may be
entitled. 

     6. Miscellaneous.

          6.1. Section headings are for convenience only and shall not
be deemed to govern, limit, modify, supersede or affect the interpretation of
the provisions of this Agreement. 

          6.2. This Agreement is entered into in the State of Michigan
and shall be governed pursuant to the laws of the State of Michigan. With
respect to any dispute concerning or arising out of this Agreement, each party
hereto hereby submits to the exclusive jurisdiction of the state and federal
courts located in Michigan and further agrees not to assert that such party is
not subject to the jurisdiction of the above-named courts or that any action
brought in such jurisdiction has been brought in an inconvenient forum or that
such venue is improper. The prevailing party in any such litigation shall be
entitled to an award of legal fees and other costs and expenses relating to the
litigation. 

          6.3. If any provision contained in this Agreement, or the
application of any provision, is held invalid or unenforceable by a court of
competent jurisdiction, that provision will be deemed to be modified in a manner
to make it consistent with the intent of the original provision, so that as
revised, the provision will be valid and enforceable, and this Agreement, and
the application of the provision to persons or circumstances other than those
for which it would be invalid or unenforceable, will not be affected by the
revision. 

          6.4. This Agreement contains the entire agreement of the
parties regarding this subject matter. There are no contemporaneous oral
agreements, and all prior understandings, agreements, negotiations and
representations are merged herein. 

          6.5. This Agreement may be modified only by means of a writing
signed by the parties. 




          6.6. Notices or other communications required or permitted to
be given hereunder shall be in writing and shall be deemed duly given upon
receipt by the party to whom sent at the respective addresses set forth below or
to such other address as any party shall hereafter designate to the other in
writing delivered in accordance herewith: 

	 	
      If to the Company: 

		 
		Advanced
      Photonix, Inc.  
	 	2925
      Boardwalk  
		Ann Arbor,
      Michigan 48104  
		Attn: Chairman
      of the Board of Directors  
		  
		With a copy
      to:  
		  
		Dornbush
      Schaeffer Strongin & Venaglia, LLP  
	 	747 Third
      Avenue  
		New York, New
      York 10017  
		Attention:
      Landey Strongin, Esq.  
		  
		If to
      Employee:  
		  
		Richard D.
      Kurtz  
		c/o Advanced
      Photonix, Inc.  
		2925
      Boardwalk  
		Ann Arbor,
      Michigan 48104  



          6.7. In no event may Employee, directly or indirectly,
designate the calendar year of any payment to be made under this
Agreement.

          6.8. Each payment under this Agreement shall be treated as a
separate payment for purposes of Code Section 409A.

          6.9. This Agreement shall inure to the benefit of, and shall
be binding upon, the Company, its successors and assigns, including, without
limitation, any entity that may acquire all or substantially all of the
Company’s assets and business or into which the Company may be consolidated or
merged. This Agreement may not be assigned by Employee. 

          6.10. This Agreement may be executed in separate counterparts
and may be delivered by facsimile, each of which shall constitute the original
hereof. 

[Signature page follows]





     IN WITNESS WHEREOF, the parties have
set their hands as of the date first above written. 

	 	ADVANCED PHOTONIX, INC.  
		 		  
				  
		By: 	/s/ 	Robin Risser  	 
				Robin
      Risser 
				Chief
      Financial Officer  
				  
				  
				  
			/s/ 	Richard D. Kurtz  	 
				Richard D.
      Kurtz 








EXHIBIT A 

FORM OF GENERAL RELEASE 

     Richard Kurtz (“Employee”) acknowledges and
agrees to, for and in consideration of the benefits payable to him under Section
4.8.2 of that certain Employment Agreement (the “Employment Agreement”) between
Employee and Advanced Photonix, Inc., (“API”) dated _____________and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, for himself and for his heirs, executors, administrators,
trustees, legal representatives, successors and assigns (collectively referred
to for purposes of this General Release as the “Employee Releasors”), hereby forever
release and discharge API and any and all of API’s past, present and future
parent entities, subsidiaries, divisions, affiliates or related business
entities, assets, employee benefit and/or pension plans or funds, successors and
assigns and any of their and/or API’s past, present and future owners,
directors, officers, attorneys, fiduciaries, agents, trustees, administrators,
employees, successors and assigns, whether acting as agents for API or in their
individual capacities (collectively referred to as the “API Releasees”), from all
claims, demands, causes of action, and liabilities of any kind whatsoever (upon
any legal or equitable theory, whether based on any federal, state or local
constitution, statute, ordinance, regulation, common law, court decision or
otherwise), whether known or unknown, asserted or unasserted, which any Employee
Releasor shall ever had, now have, or hereafter may have against any of the API
Releasees by reason of any actual or alleged act, omission, transaction,
practice, policy, conduct, occurrence and/or other matter from the beginning of
the world up to and including the date that Employee signs this General
Release.




     Without in
any way limiting the generality of the foregoing, this General Release shall
release and discharge the API Releasees from, including but not limited to: (a)
any and all claims arising under Title VII of the Civil Rights Act of 1964, as
amended, the Age Discrimination in Employment Act, as amended by the Older
Workers Benefit Protection Act, 42 U.S.C. § 1981, the Americans With
Disabilities Act, the Family and Medical Leave Act, the Employee Retirement
Income Security Act (except for any vested benefits, which are not affected by
this General Release), the Fair Labor Standards Act, the Equal Pay Act, the
National Labor Relations Act, the Michigan Elliott-Larsen Civil Rights Act and
any amendments made to any of the above statutes; (b) any and all other claims
for employment discrimination, harassment, and/or retaliation (whether based on
a federal, state or local constitution, statute, ordinance, code, common law,
court decision or otherwise); (c) any and all claims relating to Employee’s
employment by API (and/or by any of the other API Releasees), the terms and
conditions of such employment and/or the termination of such employment; (d) any
and all claims relating to, or arising out of, the making of the Employment
Agreement and this General Release; (e) any and all claims for damages or
personal injury of any type whatsoever (whether arising by virtue of any
constitution, statute, ordinance, common law, court decision or otherwise); (f)
any and all claims of breach of implied or express contract, misrepresentation,
negligence, fraud, wrongful discharge, constructive discharge, infliction of
emotional distress, intentional infliction of emotional distress, battery,
defamation, libel, slander, compensatory and/or punitive damages; and (g) any
and all claims for attorneys’ fees, costs, disbursements and the like.


     This General Release specifically
excludes and does not apply to any of Employee’s (i) claims arising under the
provisions of Section 4.8 of the Employment Agreement or under any stock option
agreement, restricted stock award or similar agreement entered into pursuant to
API’s 2007 Equity Incentive Plan or similar plan that may be adopted by API,
(ii) claims arising under the provisions of benefit plans, if any, which are
applicable generally to former employees of API, and (iii) claims for
indemnification against third party claims which claims for indemnification
arise under any contract between API and Employee or under the provisions of
API’s Certificate of Incorporation or By-laws, or the Delaware General
Corporation Law.

     Employee acknowledges and agrees
that: (a) he has carefully read and fully understands all of the provisions of
this General Release; (b) he has not relied upon any representations or
statements, written or oral, not set forth in this General Release or in the
Employment Agreement; (c) he executes this General Release freely, voluntarily
and with full knowledge of its terms and consequences; (d) he has been afforded
sufficient time and opportunity to consult with an attorney and is hereby
advised to consult with an attorney prior to signing this General Release; (e)
he has been given at least twenty-one (21) days within which to consider this
General Release and that if he signs this General Release in less than
twenty-one (21) days he does so voluntarily and without any pressure or coercion
of any nature from API; (f) for a period of seven (7) days following his
execution of this General Release, he may revoke this General Release by
providing written notice of such revocation to API and that this General Release
shall not become effective or enforceable until the seven (7) day revocation
period has expired; and (g) that if he timely revokes this General Release, he
will forfeit his entitlement to any payments under Section 4.8.2 of the
Employment Agreement.

     IN WITNESS WHEREOF, Employee has
executed this General Release on the ____ day of _____________, ____.


		 	 
		Richard D. Kurtz