Apple 2014 Annual Report Download - page 108

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A-2
• “Comparison Group” means the Company and each other company included in the Standard & Poor’s 500 index on the
first day of the Performance Period and, except as provided below, the common stock (or similar equity security) of which
continues to be listed or traded on a national securities exchan
g
e throu
g
h the last tradin
g
day of the Performance Period.
In the event a member of the Comparison Group files for bankruptcy or liquidates due to an insolvency, such company
shall continue to be treated as a Comparison Group member, and such company’s Endin
g
Price will be treated as $0 if
the common stock (or similar equity security) of such company is no lon
g
er listed or traded on a national securities
exchan
g
e on the last tradin
g
day of the Performance Period. In the event of a formation of a new parent company by a
Comparison Group member, substantially all of the assets and liabilities of which consist immediately after the transaction
of the equity interests in the ori
g
inal Comparison Group member or the assets and liabilities of such Comparison Group
member immediately prior to the transaction, such new parent company shall be substituted for the Comparison Group
member to the extent (and for such period of time) as its common stock (or similar equity securities) are listed or traded
on a national securities exchan
g
e but the common stock (or similar equity securities) of the ori
g
inal Comparison Group
member are not. In the event of a mer
g
er or other business combination of two Comparison Group members (includin
g
,
without limitation, the acquisition of one Comparison Group member, or all or substantially all of its assets, by anothe
r
Comparison Group member), the survivin
g
, resultin
g
or successor entity, as the case may be, shall continue to be treated
as a member of the Comparison Group, provided that the common stock (or similar equity security) of such entity is listed
or traded on a national securities exchan
g
e throu
g
h the last tradin
g
day of the Performance Period. With respect to the
precedin
g
two sentences, the applicable stock prices shall be equitably and proportionately adjusted to the extent (if any)
necessary to preserve the intended incentives of the awards and mitigate the impact of the transaction.
• “TSR” shall be determined with respect to the Company and any other Comparison Group member by dividin
g
: (a) the
sum of (i) the difference obtained by subtractin
g
the applicable Be
g
innin
g
Price from the applicable Endin
g
Price plus
(ii) all dividends and other distributions during the Performance Period by (b) the applicable Beginning Price. Any non-
cash distributions shall be valued at fair market value. For the purpose of determinin
g
TSR, the value of dividends and
other distributions shall be determined by treatin
g
them as reinvested in additional shares of stock at the closin
g
market
price on the date of distribution.
• “Beginning Price” means, with respect to the Company and any other Comparison Group member, the avera
g
e of the
closing market prices of such company’s common stock on the principal exchan
g
e on which such stock is traded for the
twenty (20) consecutive tradin
g
days endin
g
with the last tradin
g
day before the be
g
innin
g
of the Performance Period. Fo
r
the purpose of determinin
g
Be
g
innin
g
Price, the value of dividends and other distributions shall be determined by treatin
g
them as reinvested in additional shares of stock at the closing market price on the date of distribution.