Apple 2014 Annual Report Download - page 95

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10. Adjustments Upon Specified Events. Upon the occurrence of certain events relating to the Company’s stock contemplated
by Section 11 of the Plan (includin
g
, 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 outstandin
g
and the number and kind of securities that
may be issued in respect of the Award. No such adjustment shall be made with respect to any ordinary cash dividend for which
Dividend Equivalent Rights are credited pursuant to Section 5(b).
11. Responsibility for Taxes. Regardless of any action the Company and/or the Participant’s employer (the “Employer”) take with
respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment
on account or other tax-related items related to the Participant’s participation in the Plan and le
g
ally applicable to the Participant o
r
deemed by the Company or the Employer to be an appropriate char
g
e to the Participant even if technically due by the Company or the
Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the
Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further
acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-
Related Items in connection with any aspect of the Award, includin
g
the
g
rant of the Stock Units, the vestin
g
of the Stock Units, the
delivery of Shares, the subsequent sale of any Shares acquired at vestin
g
and the receipt of any dividends and/or dividend equivalents;
and (ii) do not commit to and are under no obli
g
ation to structure the terms of the
g
rant or any aspect of the Award to reduce o
r
eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is or becomes
subject to tax in more than one jurisdiction, the Participant acknowled
g
es that the Company and/or the Employer (or former employer,
as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to the relevant taxable or tax withholdin
g
event, as applicable, the Participant shall pay or make arran
g
ements
satisfactory to the Company and/or the Employer to satisfy all withholdin
g
and payment on account obli
g
ations of the Company and/o
r
the Employer. In this re
g
ard, the Participant authorizes the Company and/or the Employer, at its discretion and pursuant to such
procedures as it may specify from time to time, to satisfy withholding and all other obligations with regard to all Tax-Related Items
legally payable by the Participant by one or a combination of the following:
(a) withholding from any wages or other cash compensation payable to the Participant by the Company and/or the Employer;
(b) withholdin
g
otherwise deliverable Shares and/or from otherwise payable Dividend Equivalent Ri
g
hts to be issued or paid
upon vesting/settlement of the Award;
(c) arranging for the sale of Shares otherwise deliverable to the Participant (on the Participant’s behalf and at the Participant’s
direction pursuant to this authorization), including selling shares as part of a block trade with other Participants in the Plan; or
4