Apple 2005 Annual Report Download - page 132

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stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the
consideration to be received upon the exercise (or payout or vesting, as applicable) of the Award, for each Share of Awarded Stock subject to
the Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration
received by holders of Common Stock in the merger or sale of assets.
(d)
Change in Control . In the event of a “Change in Control” of the Company, as defined in paragraph (e) below,
unless otherwise determined by the Administrator prior to the occurrence of such Change in Control, the following acceleration and valuation
provisions shall apply:
(i)
Any Options, SARs and Stock Purchase Rights outstanding as of the date such Change in Control is
determined to have occurred that are not yet exercisable and vested on such date shall become fully exercisable and vested; and
(ii)
Any other Awards outstanding as of the date such Change in Control is determined to have occurred that
are not yet earned on such date shall become fully earned and vested; and
(iii)
The value of all outstanding Awards shall, unless otherwise determined by the Administrator at or after
grant, be cashed-out. The amount at which such Options, SARs and Stock Purchase Rights shall be cashed out shall be equal to the excess of
(x) the Change in Control Price (as defined below) over (y) the exercise price of the Common Stock covered by the Option, SAR or Stock
Purchase Right, and the amount at which such other Awards shall be cashed out shall be equal to the Change in Control price (as defined
below). The cash-out proceeds shall be paid to the Participant or, in the event of death of a Participant prior to payment, to the estate of the
Participant or to a person who acquired the right to exercise the Option, SAR or Stock Purchase Right, or who acquired the right to receive the
payout of the other Award, by bequest or inheritance.
(e)
Definition of “Change in Control” . For purposes of this Section 17, a “Change in Control”
means the happening of
any of the following:
(i)
When any “person”, as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the
Company, a Subsidiary or a Company employee benefit plan, including any trustee of such plan acting as trustee) is or becomes the “beneficial
owner” (as defined in Rule 13d-
3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%)
or more of the combined voting power of the Company’s then outstanding securities; or
(ii)
The occurrence of a transaction requiring shareholder approval, and involving the sale of all or
substantially all of the assets of the Company or the merger of the Company with or into another corporation (other than the Company’s
reincorporation into another jurisdiction).
(f)
Change in Control Price . For purposes of this Section 17, “Change in Control Price”
shall be, as determined by the
Administrator, (i) the highest Fair Market Value at any time within the 60-day period immediately preceding the date of determination of the
Change in Control
16