Apple 2005 Annual Report Download - page 121

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(oo)
“ Rule 16b-3 ”
means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when
discretion is being exercised with respect to the Plan.
(pp)
“ Stock Appreciation Right ” or “SAR” means a stock appreciation right granted pursuant to Section 10 below.
(qq)
“ Section 16(b) ” means Section 16(b) of the Exchange Act.
(rr)
“ Share ” means a share of the Common Stock, as adjusted in accordance with Section 17 of the Plan.
(ss)
“ Stock Purchase Right ” means the right to purchase Common Stock pursuant to Section 12 of the Plan, as
evidenced by an Award Agreement.
(tt)
“ Subsidiary ” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of
the Code.
(uu)
“ Total Stockholder Return ” means the total return (change in share price plus reinvestment of any dividends) of a
share of the Company’s common stock.
3.
Stock Subject to the Plan . Subject to the provisions of Section 17 of the Plan, the maximum aggregate number of Shares
which may be issued under the Plan is 145,000,000 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.
Any Shares subject to Options or SARs shall be counted against the numerical limits of this Section 3 as one Share for every Share
subject thereto. With respect to Awards granted on or after the date of receiving shareholder approval of the amended Plan in 2005, any Shares
subject to Stock Purchase Rights, Performance Shares or Restricted Stock Units with a per share or unit purchase price lower than 100% of Fair
Market Value on the date of grant shall be counted against the numerical limits of this Section 3 as two Shares for every one Share subject
thereto. To the extent that a Share that was subject to an Award that counted as two Shares against the Plan reserve pursuant to the preceding
sentence is recycled back into the Plan under the next paragraph of this Section 3, the Plan shall be credited with two Shares.
If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock, Performance
Shares or Restricted Stock Units, is forfeited to or repurchased by the Company, the unpurchased Shares (or for Awards other than Options and
SARs, the forfeited or repurchased shares) which were subject thereto shall become available for future grant or sale under the Plan (unless the
Plan has terminated). With respect to SARs, when a stock settled SAR is exercised, the Shares subject to a SAR grant agreement shall be
counted against the numerical limits of Section 3 above, as one share for every share subject thereto, regardless of the number of shares used to
settle the SAR upon exercise. Shares that have actually been issued under the Plan under any Award shall not be returned to the Plan and shall
not become available for future distribution under the Plan; provided, however, that if Shares of Restricted Stock, Performance Shares or
Restricted Stock Units are repurchased by the Company at their original purchase price or are forfeited to the Company, such Shares shall
become available for future grant under the Plan. Shares used to pay the exercise price of an Option shall not become available for future grant
or sale under the Plan. Shares used to satisfy tax withholding obligations shall not become available for future grant or sale under the Plan. To
the extent an Award under the Plan is paid out in cash rather
5