Apple 2005 Annual Report Download - page 130

Download and view the complete annual report

Please find page 130 of the 2005 Apple annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 152

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152

determined by the Administrator at the time the stock is awarded, which may include such performance-based milestones as are determined
appropriate by the Administrator. The Administrator may require the recipient to sign a Performance Shares Award Agreement as a condition
of the award. Any certificates representing the Shares of stock awarded shall bear such legends as shall be determined by the Administrator.
(c)
Performance Share Award Agreement . Each Performance Share grant shall be evidenced by an Award Agreement
that shall specify such other terms and conditions as the Administrator, in its sole discretion, shall determine.
15.
Transferability of Awards . Unless determined otherwise by the Administrator, an Award may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution or pursuant to a
qualified domestic relations order as defined by the Code or Title 1 of the Employee Retirement Income Security Act, and may be exercised,
during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award shall contain such
additional terms and conditions as the Administrator deems appropriate.
16.
Stock Withholding to Satisfy Withholding Tax Obligations . When a Participant incurs tax liability in connection with the
exercise, vesting or payout, as applicable, of an Award, which tax liability is subject to tax withholding under applicable tax laws, and the
Participant is obligated to pay the Company an amount required to be withheld under applicable tax laws, the Participant may satisfy the
withholding tax obligation by electing to have the Company withhold from the Shares to be issued upon exercise of the Option, SAR or Stock
Purchase Right or the Shares to be issued upon payout or vesting of the other Award, if any, that number of Shares having a Fair Market Value
equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined (the “Tax Date”).
All elections by a Participant to have Shares withheld for this purpose shall be made in writing in a form acceptable to the
Administrator and shall be subject to the following restrictions:
(a)
the election must be made on or prior to the applicable Tax Date; and
(b)
all elections shall be subject to the consent or disapproval of the Administrator.
In the event the election to have Shares subject to an Option, SAR or Stock Purchase Right withheld is made by a Participant and the
Tax Date is deferred under Section 83 of the Code because no election is filed under Section 83(b) of the Code, the Participant shall receive the
full number of Shares with respect to which the Option, SAR or Stock Purchase Right is exercised but such Participant shall be unconditionally
obligated to tender back to the Company the proper number of Shares on the Tax Date.
17.
Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale .
(a)
Changes in Capitalization . Subject to any required action by the shareholders of the Company, the number of
shares of Common Stock covered by each outstanding Award and the number of shares of Common Stock which have been authorized for
issuance under the Plan but
14