Apple 2014 Annual Report Download - page 102

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8. Effect of Termination of Employment. Except as provided in the next sentence, the Participant’s Stock Units (as well as the
related Dividend Equivalent Ri
g
hts) 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. In the event the Participant’s Severance Date is the result of a termination of the Participant’s
employment due to the Participant’s death or Disability, and the Severance Date occurs prior to the Vestin
g
Date, on the Vestin
g
Date
the Award shall vest with respect to a number of Stock Units determined by multiplyin
g
(i) the Stock Units subject to the Award that
would have otherwise vested pursuant to the Award on such Vestin
g
Date but for the termination of employment and to the extent the
applicable performance-based vestin
g
requirement is satisfied, by (ii) the Severance Fraction (determined as set forth below). Any
Stock Units that are unvested on the Severance Date and that are not eli
g
ible to vest on the Vestin
g
Date followin
g
the Severance
Date pursuant to the precedin
g
sentence shall terminate as of the Severance Date, and any Stock Units that remain outstandin
g
and
unvested after giving effect to the preceding sentence shall terminate as of the Vesting Date. The “Severance Fraction” means a
fraction, the numerator of which shall be determined by subtractin
g
the number of days remainin
g
in the Performance Period on the
Severance Date from the total number of days in the Performance Period, and the denominator of which shall be the total number of
days in the Performance Period. If any unvested Stock Units are terminated pursuant to this Award A
g
reement, such Stock Units (as
well as the related Dividend Equivalent Ri
g
hts) shall automatically terminate and be cancelled as of the applicable Severance Date (or,
to the extent the applicable performance-based vesting conditions are not satisfied, the Vesting Date, as provided in Exhibit A) without
payment of any consideration by the Company and without any other action by the Participant, or the Participant’s beneficiary o
r
personal representative, as the case may be.
9. Recoupment. Notwithstandin
g
any other provision herein, the Award and any Shares or other amount or property that may be
issued, delivered or paid in respect of the Award, as well as any consideration that may be received in respect of a sale or othe
r
disposition of any such Shares or property, shall be subject to any recoupment, “clawback” or similar provisions of applicable law, as
well as any recoupment or “clawback” policies of the Company that may be in effect from time to time. In addition, the Company may
require the Participant to deliver or otherwise repay to the Company the Award and any Shares or other amount or property that may
be issued, delivered or paid in respect of the Award, as well as any consideration that may be received in respect of a sale or othe
r
disposition of any such Shares or property, if the Company reasonably determines that one or more of the following has occurred:
3
(a) during the period of the Participant’s employment or service with the Company or any of its Subsidiaries (the “Employment
Period”), the Participant has committed a felony (under the laws of the United States or any relevant state, or a similar crime
or offense under the applicable laws of any relevant foreign jurisdiction);
(b) durin
g
the Employment Period or at any time thereafter, the Participant has committed or en
g
a
g
ed in a breach of
confidentiality, or an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential
information of the Company or any of its Subsidiaries;