Apple 2014 Annual Report Download - page 101

5. Dividend and Voting Rights.
(a) Limitations on Rights Associated with Units. The Participant shall have no ri
g
hts as a shareholder of the Company, no
dividend ri
g
hts (except as expressly provided in Section 5(b) with respect to Dividend Equivalent Ri
g
hts) and no votin
g
ri
g
hts, with
respect to the Stock Units or any Shares underlyin
g
or issuable in respect of such Stock Units until such Shares are actually issued to
and held of record by the Participant. No adjustments will be made for dividends or other ri
g
hts of a holder for which the record date is
prior to the date of issuance of the stock certificate or book entry evidencing such Shares.
(b) Dividend Equivalent Rights Distributions. As of any date that the Company pays an ordinary cash dividend on its
Common Stock, the Company shall credit the Participant with a dollar amount equal to (i) the per share cash dividend paid by the
Company on its Common Stock on such date, multiplied by (ii) the total tar
g
et number of Stock Units (with such total number adjusted
pursuant to Section 11 of the Plan) subject to the Award that are outstandin
g
immediately prior to the record date for that dividend (a
“Dividend Equivalent Right”). Any Dividend Equivalent Ri
g
hts credited pursuant to the fore
g
oin
g
provisions of this Section 5(b) shall
be subject to the same vestin
g
, payment and other terms, conditions and restrictions as the ori
g
inal Stock Units to which they relate;
provided, however, that the amount of any vested Dividend Equivalent Ri
g
hts shall be paid in cash. For purposes of clarity, the
percenta
g
e of the Dividend Equivalent Ri
g
hts that are paid will correspond to the percenta
g
e of the total tar
g
et number of Stock Units
that vest on the Vesting Date, after giving effect to Exhibit A. No creditin
g
of Dividend Equivalent Ri
g
hts shall be made pursuant to this
Section 5(b) with respect to any Stock Units which, immediately prior to the record date for that dividend, have either been paid
pursuant to Section 7 or terminated pursuant to Section 8 or Exhibit A.
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, assi
g
ned, transferred, pled
g
ed 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 followin
g
the vestin
g
of the Award
pursuant to Section 3 or Section 8 (and in all events not later than two and one-half (2
1
⁄
2
) months after such vestin
g
event), the
Company shall deliver to the Participant a number of Shares (either by deliverin
g
one or more certificates for such Shares or by
enterin
g
such Shares in book entry form, as determined by the Company in its discretion) equal to the number of Stock Units subject to
the Award that vest on the Vesting Date, less Tax-Related Items (as defined in Section 11 below), unless such Stock Units terminate
prior to the Vesting Date pursuant to Section 8. The Company’s obli
g
ation to deliver Shares 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 ri
g
hts with respect to any Stock Units that are paid or that
terminate pursuant to Section 8.
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