Apple 2005 Annual Report Download - page 133

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Price by the Administrator (the “60-Day Period”), or (ii) the highest price paid or offered, as determined by the Administrator, in any bona fide
transaction or bona fide offer related to the Change in Control of the Company, at any time within the 60-Day Period.
18.
Date of Grant . The date of grant of an Award shall be, for all purposes, the date on which the Administrator makes the
determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination shall be
provided to each Participant within a reasonable time after the date of such grant.
19.
Amendment and Termination of the Plan .
(a)
Amendment and Termination . The Board may at any time amend, alter, suspend or terminate the Plan.
(b)
Shareholder Approval . The Company shall obtain shareholder approval of any material Plan amendments. The
Company shall also obtain shareholder approval of any Plan amendments to the extent necessary and desirable to comply with Applicable
Laws.
(c)
Effect of Amendment or Termination . No amendment, alteration, suspension or termination of the Plan shall
impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be
in writing and signed by the Participant and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the
powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.
20.
Conditions Upon Issuance of Shares .
(a)
Legal Compliance
. Shares shall not be issued pursuant to the exercise or payout, as applicable, of an Award unless
the exercise or payout, as applicable, of such Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall
be further subject to the approval of counsel for the Company with respect to such compliance.
(b)
Investment Representations . As a condition to the exercise or payout, as applicable, of an Award, the Company
may require the person exercising such Option, SAR or Stock Purchase Right, or in the case of another Award, the person receiving the payout,
to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.
21.
Inability to Obtain Authority . The inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company
’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have
been obtained.
22.
Reservation of Shares
. The Company, during the term of this Plan, will at all times reserve and keep available such number
of Shares as shall be sufficient to satisfy the requirements of the Plan.
17