Apple 2005 Annual Report Download - page 128

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not exceeding twelve (12) months as determined by the Administrator) after the date of death; or (ii) within ninety (90) days after the
termination of Continuous Status as an Employee or Chairman, the Option or SAR may be exercised, at any time within six (6) months (or
such other period of time not exceeding twelve (12) months as determined by the Administrator) following the date of death by the
Participant’s estate or by a person who acquired the right to exercise the Option or SAR by bequest or inheritance, but only to the extent of the
right to exercise that had accrued at the date of termination. If the Option or SAR is not so exercised within the time specified herein, the
Option or SAR shall terminate, and the Shares covered by such Option or SAR shall revert to the Plan.
Notwithstanding the foregoing, however, an Option or SAR may not be exercised after the date the Option or SAR would otherwise
expire by its terms due to the passage of time from the date of grant.
(e)
Buyout Provisions . The Administrator may at any time offer to buy out for a payment in cash or Shares an Option
or SAR previously granted based on such terms and conditions as the Administrator shall establish and communicate to the Participant at the
time that such offer is made.
12.
Stock Purchase Rights .
(a)
Rights to Purchase . Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other
Awards and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the
Plan, it shall advise the Participant in writing or electronically, of the terms, conditions and restrictions related to the offer, including the
number of Shares that the Participant shall be entitled to purchase, the price to be paid, and the time within which the Participant must accept
such offer. The offer shall be accepted by execution of an Award Agreement in the form determined by the Administrator.
(b)
Repurchase Option . Unless the Administrator determines otherwise, the Award Agreement shall grant the
Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s service with the Company for any
reason (including death or Disability). The purchase price for Shares repurchased pursuant to the Award Agreement shall be the original price
paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse
at a rate determined by the Administrator.
(c)
Other Provisions . The Award Agreement shall contain such other terms, provisions and conditions not
inconsistent with the Plan as may be determined by the Administrator in its sole discretion.
(d)
Rights as a Shareholder
. Once the Stock Purchase Right is exercised, the purchaser shall have the rights equivalent
to those of a shareholder, and shall be a shareholder when his or her purchase is entered upon the records of the duly authorized transfer agent
of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase
Right is exercised, except as provided in Section 17 of the Plan.
12