Apple 2007 Annual Report Download - page 154

6. Restrictions on Transfer . Except as provided in Section 4(c) of the Plan, neither the Award, nor any interest therein or amount or
shares payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either
voluntarily or involuntarily.
7. Timing and Manner of Payment of Stock Units . On or as soon as administratively practical following each vesting of the
applicable portion of the total Award pursuant to Section 3 or Section 9, the Company shall deliver to the Participant a number of shares of
Common Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the
Company in its discretion) equal to the number of Stock Units subject to this Award that vest on the applicable vesting date, unless such Stock
Units terminate prior to the given vesting date pursuant to Section 8. The Company's obligation to deliver shares of Common Stock or otherwise
make payment with respect to vested Stock Units is subject to the condition precedent that the Participant or other person entitled under the Plan
to receive any shares with respect to the vested Stock Units deliver to the Company any representations or other documents or assurances
required pursuant to Section 13(c) of the Plan. The Participant shall have no further rights with respect to any Stock Units that are paid or that
terminate pursuant to Section 8.
8. Effect of Termination of Employment . The Participant's Stock Units shall terminate to the extent such units have not become
vested prior to the first date the Participant is no longer employed by or providing services to the Company or one of its Subsidiaries (the "
Severance Date "), regardless of the reason for the termination of the Participant's employment with the Company or a Subsidiary, whether with
or without cause, voluntarily or involuntarily; provided, however, that in the event such termination of employment is due to the Participant's
death or Disability, (a) the Award shall vest with respect to the number of Stock Units determined by multiplying (i) the number of then-
outstanding and unvested Stock Units subject to the Award that would have otherwise vested pursuant to Section 3 on the next Vesting Date
following the Severance Date but for such termination of employment, by (ii) a fraction, the numerator of which shall be the number of whole
calendar months that have elapsed between the Vesting Date that immediately preceded the Severance Date (or, in the case of a termination prior
to the initial Vesting Date, the Award Date) and the Severance Date, and the denominator of which shall be twelve (12); and (b) any Stock Units
that are not vested after giving effect to the foregoing clause (a) shall terminate. If any unvested Stock Units are terminated hereunder, such
Stock Units shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the
Company and without any other action by the Participant, or the Participant's beneficiary or personal representative, as the case may be.
9. Adjustments Upon Specified Events . The Committee may accelerate payment and vesting of the Stock Units in such
circumstances as it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Company's stock
contemplated by Section 11 of the Plan (including, without limitation, an extraordinary cash dividend on such stock), the Committee shall make
adjustments in accordance with such section in the number of Stock Units then outstanding and the number and kind of securities that may be
issued in respect of the Award.
10. Tax Withholding . Subject to Section 14 of the Plan, upon any distribution of shares of Common Stock in respect of the Stock
Units, the Company shall automatically reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole
shares, valued at their then Fair Market Value, to satisfy any withholding obligations of the Company or its Subsidiaries with respect to such
distribution of shares at the minimum applicable withholding rates. In the event that the Company cannot legally satisfy such withholding
obligations by such reduction of shares, or in the event of a cash payment or any other withholding event in respect of the Stock Units, the
Company (or a Subsidiary) shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other
compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to such distribution or
payment.
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