Apple 2005 Annual Report Download - page 131

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as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, as well as
the price per share, if any, of Common Stock covered by each such outstanding Award and the 162(m) fiscal year share issuance limits under
Sections 7(a) and (b) hereof shall, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of
consideration.”
Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except
as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject
to an Award.
(b)
Dissolution or Liquidation . In the event of the proposed dissolution or liquidation of the Company, all outstanding
Awards will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Administrator. The
Administrator in its discretion may provide for a Participant to have the right to exercise his or her Option, SAR or Stock Purchase Right until
ten (10) days prior to such transaction as to all of the Awarded Stock covered thereby, including Shares as to which the Award would not
otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option or forfeiture rights applicable to any
Award shall lapse 100%, and that any Award vesting shall accelerate 100%, provided the proposed dissolution or liquidation takes place at the
time and in the manner contemplated. To the extent it has not been previously exercised (with respect to Options, SARs and Stock Purchase
Rights) or vested (with respect to other Awards), an Award will terminate immediately prior to the consummation of such proposed action.
(c)
Merger or Asset Sale
. Unless otherwise determined by the Administrator, in the event of a merger of the Company
with or into another corporation, or the sale of substantially all of the assets of the Company, each outstanding Award shall be assumed or an
equivalent award substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the Award, the Participant shall (i) fully vest in and have the right to exercise the Option, SAR
or Stock Purchase Right as to all of the Awarded Stock, including Shares as to which it would not otherwise be vested or exercisable, and
(ii) fully earn and receive a payout with respect to other Awards. If an Award becomes fully vested and exercisable (or earned, as applicable)
in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Participant in writing or
electronically that (i) the Option, SAR or Stock Purchase Right shall be fully vested and exercisable for a period of thirty (30) days from the
date of such notice, and the Option, SAR or Stock Purchase Right shall terminate upon the expiration of such period and (ii) the other Award
shall be paid out immediately prior to the merger or sale of assets. For the purposes of this paragraph, the Award shall be considered assumed
if, following the merger or sale of assets, the assumed Award confers the right to purchase or receive, for each Share of Awarded Stock subject
to the Award immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received
in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were
offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however,
that if such consideration received in the merger or sale of assets is not solely common
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