Apple 2005 Annual Report Download - page 134

Download and view the complete annual report

Please find page 134 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

23.
Shareholder Approval . The amended and restated Plan shall be subject to approval by the shareholders of the Company
within twelve (12) months after February 8, 2005. Such shareholder approval shall be obtained in the manner and to the degree required under
Applicable Laws.
24.
Non-U.S. Employees . Notwithstanding anything in the Plan to the contrary, with respect to any employee who is resident
outside of the United States, the Committee may, in its sole discretion, amend the terms of the Plan in order to conform such terms with the
requirements of local law or to meet the objectives of the Plan. The Committee may, where appropriate, establish one or more sub-plans for
this purpose.
18
Exhibit 10.A.54-
1
APPLE COMPUTER, INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
This Agreement is made [DATE] (the “Date of Grant”), by and between Apple Computer, Inc. (“Apple”) and [NAME] (the
“Grantee”).
Grantee and Apple agree as follows:
1.
Grant of Restricted Stock Units . Apple hereby grants to Grantee as of the Date of Grant, an award of
restricted stock units (the “Units”) pursuant to the terms and conditions contained herein and the terms and conditions of the 2003 Employee
Stock Option Plan (“2003 Plan”) .
2.
Vesting of the Units .
(a)
Release Date . % of the Units shall vest on [DATE] and % of the Units shall vest on
[DATE] (the “Release Dates”) provided that Grantee has remained continuously employed by Apple, or any parent or subsidiary of Apple,
until each such Release Date.
(b)
Termination of Employment . In the event that Grantee’s employment with Apple, or any parent or subsidiary of
Apple, terminates prior to a Release Date for any reason, including termination voluntarily by Grantee or by Apple with or without cause, any
unvested Units shall be immediately forfeited.
3.
Restriction on Transfer . Grantee shall not sell, transfer, pledge, hypothecate or otherwise dispose of any Units or the
consideration to be received upon payout of vested Units prior to the applicable payout date.
4.
Payout of Units .
(a)
Status as a Creditor. Unless and until Units have vested in accordance with the schedule set forth in Section 2
above, Grantee shall have no right to a payout with respect to any Units. Prior to payout of any vested Units, the vested Units will represent an
unsecured obligation of Apple, payable (if at all) only from the general assets of Apple. Grantee is an unsecured creditor of Apple, and payouts
are subject to the claims of Apple’s creditors.
(b)
Form and Timing of Payout. Vested Units shall be paid out in the form of shares of Apple common stock
(“Shares”) as soon as practicable following each Release Date.