Apple 2005 Annual Report Download - page 122
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than stock, such cash payment shall not reduce the number of Shares available for issuance under the Plan. Any payout of Dividend
Equivalents, because they are payable only in cash, shall not reduce the number of Shares available for issuance under the Plan. Conversely,
any forfeiture of Dividend Equivalents shall not increase the number of Shares available for issuance under the Plan.
4.
Administration of the Plan .
(a)
Procedure .
(i)
Multiple Administrative Bodies . If permitted by Rule 16b-3 promulgated under the Exchange Act or any
successor rule thereto, as in effect at the time that discretion is being exercised with respect to the Plan, and by the legal requirements of the
Applicable Laws relating to the administration of stock plans such as the Plan, if any, the Plan may (but need not) be administered by different
administrative bodies with respect to (a) Directors who are Employees, (b) Officers who are not Directors, and (c) Employees who are neither
Directors nor Officers.
(ii)
Section 162(m) . To the extent that the Administrator determines it to be desirable to qualify Awards
granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan shall be administered by
a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code.
(iii)
Rule 16b-3 . To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the
transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.
(iv)
Other Administration . Other than as provided above, the Plan shall be administered by (a) the Board or
(b) a Committee, which committee shall be constituted to satisfy Applicable Laws.
(b)
Powers of the Administrator . Subject to the provisions of the Plan, and in the case of a Committee, subject to the
specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:
(i)
to determine the Fair Market Value;
(ii)
to select the person(s) to whom Awards may be granted hereunder;
(iii)
to determine the number of shares of Common Stock to be covered by each Award granted hereunder;
(iv)
to approve forms of Award Agreement for use under the Plan;
(v)
to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted
hereunder. Such terms and conditions include, but are not limited to, the exercise price, the date of grant, the time or times when Awards may
be exercised (or are earned) (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any
restriction or limitation regarding any Award or the shares of Common Stock relating thereto, based in each case on such factors as the
Administrator, in its sole
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