Apple 2014 Annual Report Download - page 94

Download and view the complete annual report

Please find page 94 of the 2014 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 117

  • 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

8. Effect of Termination of Employment. Except as expressly provided below in this Section 8, 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. Notwithstanding the foregoing, in the event the Participant’s employment terminates due to the
Participant’s Disability at a time when Stock Units remain outstandin
g
and unvested under the Award, (a) the Award shall vest with
respect to the number of Stock Units determined by multiplying (i) the number of then-outstandin
g
and unvested Stock Units subject to
the Award that would have otherwise vested pursuant to Section 3 on the next Vestin
g
Date followin
g
the Severance Date but for such
termination of employment, by (ii) a fraction, the numerator of which shall be the number of days that have elapsed between the
Vestin
g
Date that immediately preceded the Severance Date (or, in the case of a termination prior to the initial Vestin
g
Date, the
Vestin
g
Commencement Date) and the Severance Date, and the denominator of which shall be the number of days between the
Vestin
g
Date that immediately preceded the Severance Date (or, in the case of a termination prior to the initial Vestin
g
Date, the
Vestin
g
Commencement Date) and the next Vestin
g
Date followin
g
the Severance Date that would have occurred but for such
termination of employment; and (b) any Stock Units (as well as the related Dividend Equivalent Ri
g
hts) that are not vested after
g
ivin
g
effect to the foregoing clause (a) shall terminate on the Severance Date. Further, in the event the Participant’s employment terminates
due to the Participant’s death, any then-outstandin
g
and unvested Stock Units subject to the Award shall be fully vested as of the
Severance Date, and any Dividend Equivalent Ri
g
hts credited to the Participant shall be paid. If any unvested Stock Units are
terminated hereunder, 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 without payment of any consideration by the Company and without any other action by
the Participant or the Participant’s 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 a
pp
licable laws of an
y
relevant forei
g
n
j
urisdiction
)
;
(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;
(c) durin
g
the Employment Period or at any time thereafter, the Participant has committed or en
g
a
g
ed in an act of theft,
embezzlement or fraud, or materially breached any a
g
reement to which the Participant is a party with the Company or any of
its Subsidiaries.