Apple 2005 Annual Report Download - page 129

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13.
Restricted Stock Units .
(a)
Grant . Restricted Stock Units may be granted at any time and from time to time as determined by the
Administrator. After the Administrator determines that it will grant Restricted Stock Units under the Plan, it shall advise the Participant in
writing or electronically of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units and the
form of payout, which, subject to Section 13(d), may be left to the discretion of the Administrator.
(b)
Vesting Criteria and Other Terms . The Administrator shall set vesting criteria in its discretion, which, depending
on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The
Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not
limited to, continued employment), or any other basis determined by the Administrator in its discretion.
(c)
Earning Restricted Stock Units . Upon meeting the applicable vesting criteria, the Participant shall be entitled to
receive a payout as specified in the Restricted Stock Unit Award Agreement. Notwithstanding the foregoing, at any time after the grant of
Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.
(d)
Form and Timing of Payment
. Payment of earned Restricted Stock Units shall be made as soon as practicable after
the date(s) set forth in the Restricted Stock Unit Award Agreement. The Administrator, in its sole discretion, may pay earned Restricted Stock
Units in cash, Shares, or a combination thereof. Shares represented by Restricted Stock Units that are fully paid in cash again shall be available
for grant under the Plan.
(e)
Cancellation . On the date set forth in the Restricted Stock Unit Award Agreement, all unearned Restricted Stock
Units shall be forfeited to the Company.
14.
Performance Shares .
(a)
Grant of Performance Shares . Subject to the terms and conditions of the Plan, Performance Shares may be granted
to Participants at any time as shall be determined by the Administrator, in its sole discretion. Subject to Section 7(b) hereof, the Administrator
shall have complete discretion to determine (i) the number of Shares subject to a Performance Share award granted to any Participant, and
(ii) the conditions that must be satisfied, which typically will be based principally or solely on achievement of performance milestones but may
include a service-based component, upon which is conditioned the grant or vesting of Performance Shares. Performance Shares shall be
granted in the form of units to acquire Shares. Each such unit shall be the equivalent of one Share for purposes of determining the number of
Shares subject to an Award. Until the Shares are issued, no right to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the units to acquire Shares.
(b)
Other Terms . The Administrator, subject to the provisions of the Plan, shall have complete discretion to determine
the terms and conditions of Performance Shares granted under the Plan. Performance Share grants shall be subject to the terms, conditions, and
restrictions
13