APPLE INC. 2003 EMPLOYEE STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTShareholder Agreement |
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QuickLinks -- Click here to rapidly navigate through this document APPLE INC. THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this " Agreement ") is dated as of by and between Apple Inc., a California corporation (the " Company "), and (the " Participant "). WHEREAS , pursuant to the 2003 Employee Stock Plan (the " Plan "), the Company has granted to the Participant effective as of the date hereof (the " Award Date "), a credit of stock units under the Plan (the " Award "), upon the terms and conditions set forth herein and in the Plan. NOW THEREFORE , in consideration of services rendered and to be rendered by the Participant, and the mutual promises made herein and the mutual benefits to be derived there from, the parties agree as follows: 1. Defined Terms . Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Plan. 2. Grant . Subject to the terms of this Agreement, the Company hereby grants to the Participant an Award with respect to an aggregate of stock units (subject to adjustment as provided in Section 11 of the Plan) (the " Stock Units "). As used herein, the term "stock unit" shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Company's Common Stock (subject to adjustment as provided in Section 11 of the Plan) solely for purposes of the Plan and this Agreement. The Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Stock Units vest pursuant to Section 3. The Stock Units shall not be treated as property or as a trust fund of any kind. 3. Vesting . Subject to Section 8 below, the Award shall vest and become nonforfeitable with respect to of the total number of Stock Units (subject to adjustment under Section 7.1 of the Plan) on (each, a " Vesting Date "). 4. Continuance of Employment . The vesting schedule requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Award and the rights and benefits under this Agreement. Employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 8 below or under the Plan. Nothing contained in this Agreement or the Plan constitutes an employment or service commitment by the Company, affects the Participant's status as an employee at will who is subject to termination with or without cause, confers upon the Participant any right to remain employed by or in service to the Company or any Subsidiary, interferes in any way with the right of the Company or any Subsidiary at any time to terminate such employment or services, or affects the right of the Company or any Subsidiary to increase or decrease the Participant's other compensation or benefits. Nothing in this paragraph, however, is intended to adversely affect any independent contractual right of the Participant without his consent thereto. 5. No Shareholder Rights . The Participant shall have no rights as a shareholder of the Company, no dividend rights and no voting rights with respect to the Stock Units or any shares of Common Stock underlying or issuable in respect of such Stock Units until such shares of Common Stock are actually issued to and held of record by the Participant. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock certificate evidencing such shares.
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, assigned, transferred, pledged 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 following each vesting of the applicable portion of the total Award pursuant to Section 3 or Section 9, the Company shall deliver to the Participant a number of shares of Common Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its discretion) equal to the number of Stock Units subject to this Award that vest on the applicable vesting date, unless such Stock Units terminate prior to the given vesting date pursuant to Section 8. The Company's obligation to deliver shares of Common Stock 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 rights with respect to any Stock Units that are paid or that terminate pursuant to Section 8. 8. Effect of Termination of Employment . The Participant's Stock Units 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; provided, however, that in the event such termination of employment is due to the Participant's death or Disability, (a) the Award shall vest with respect to the number of Stock Units determined by |
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