{"id":40274,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/pro-forma-restricted-stock-unit-award-agreement-apple-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"pro-forma-restricted-stock-unit-award-agreement-apple-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/pro-forma-restricted-stock-unit-award-agreement-apple-inc.html","title":{"rendered":"Pro Forma Restricted Stock Unit Award Agreement – Apple Inc."},"content":{"rendered":"

APPLE INC. <\/strong><\/p>\n

2003 EMPLOYEE STOCK PLAN <\/strong><\/p>\n

RESTRICTED STOCK UNIT AWARD AGREEMENT <\/strong><\/p>\n

NOTICE OF GRANT <\/strong><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/td>\n\n

(the “Participant”)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Employee ID:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Grant Number:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

No. of Units Subject to Award:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Award Date:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/td>\n\n

(the “Award Date”)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Vesting Commencement Date:<\/p>\n<\/td>\n

<\/td>\n\n

The first day after the Award Date that is the 15th<\/sup> day of a
\ncalendar month.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Vesting Schedule:<\/p>\n<\/td>\n

<\/td>\n\n

[ <\/u>]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This restricted stock unit award (the “Award”) is granted under and governed
\nby the terms and conditions of the Apple Inc. 2003 Employee Stock Plan and the
\nTerms and Conditions of Restricted Stock Unit Award, which are attached hereto
\nand incorporated herein by reference.<\/p>\n

You do not have to accept the Award. If you wish to decline your Award, you
\nshould promptly notify Apple Inc.’s Human Resources Equity Group of your
\ndecision in writing at 1 Infinite Loop MS: 84-CO, Cupertino CA 95014. If you do
\nnot provide such written notification within thirty (30) days after the Award
\nDate, you will be deemed to have accepted your Award on the terms and conditions
\nset forth herein.<\/p>\n

\n

TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT AWARD
\n<\/strong><\/p>\n

1. General<\/u><\/strong>. These Terms and Conditions of Restricted
\nStock Unit Award (these “Terms<\/strong>“) apply to a particular
\nrestricted stock unit award (the “Award<\/strong>“) granted by Apple
\nInc., a California corporation (the “Company<\/strong>“), and are
\nincorporated by reference in the Notice of Grant (the “Grant
\nNotice<\/strong>“) corresponding to that particular grant. The recipient of the
\nAward identified in the Grant Notice is referred to as the
\n“Participant<\/strong>.” The effective date of grant of the Award as set
\nforth in the Grant Notice is referred to as the “Award Date<\/strong>.”
\nThe Award was granted under and is subject to the provisions of the Apple Inc.
\n2003 Employee Stock Plan (the “Plan<\/strong>“). Capitalized terms are
\ndefined in the Plan if not defined herein. The Award has been granted to the
\nParticipant in addition to, and not in lieu of, any other form of compensation
\notherwise payable or to be paid to the Participant. The Grant Notice and these
\nTerms are collectively referred to as the “Award Agreement<\/strong>”
\napplicable to the Award.<\/p>\n

2. Stock Units<\/u><\/strong>. As used herein, the term
\n“Stock Unit<\/strong>” shall mean a non-voting unit of measurement which
\nis deemed for bookkeeping purposes to be equivalent to one outstanding share of
\nthe Company’s Common Stock (“Share<\/strong>“) solely for purposes of the
\nPlan and this Award Agreement. The Stock Units shall be used solely as a device
\nfor the determination of the payment to eventually be made to the Participant if
\nsuch Stock Units vest pursuant to this Award Agreement. The Stock Units shall
\nnot be treated as property or as a trust fund of any kind.<\/p>\n

3. Vesting<\/u><\/strong>. Subject to Section 8 below, the Award
\nshall vest and become nonforfeitable as set forth in the Grant Notice. (Each
\nvesting date set forth in the Grant Notice is referred to herein as a
\n“Vesting Date<\/strong>“).<\/p>\n

4. Continuance of Employment<\/u><\/strong>. The vesting schedule
\nrequires continued employment or service through each applicable Vesting Date as
\na condition to the vesting of the applicable installment of the Award and the
\nrights and benefits under this Award Agreement. Employment or service for only a
\nportion of the vesting period, even if a substantial portion, will not entitle
\nthe Participant to any proportionate vesting or avoid or mitigate a termination
\nof rights and benefits upon or following a termination of employment or services
\nas provided in Section 8 below or under the Plan.<\/p>\n

Nothing contained in this Award Agreement or the Plan constitutes an
\nemployment or service commitment by the Company, affects the Participant’s
\nstatus as an employee at will who is subject to termination with or without
\ncause, confers upon the Participant any right to remain employed by or in
\nservice to the Company or any Subsidiary, interferes in any way with the right
\nof the Company or any Subsidiary at any time to terminate such employment or
\nservices, or affects the right of the Company or any Subsidiary to increase or
\ndecrease the Participant’s other compensation or benefits. Nothing in this
\nparagraph, however, is intended to adversely affect any independent contractual
\nright of the Participant without his consent thereto.<\/p>\n

5. No Shareholder Rights<\/u><\/strong>. The Participant shall have
\nno rights as a shareholder of the Company, no dividend rights and no voting
\nrights with respect to the Stock Units or any Shares underlying or issuable in
\nrespect of such Stock Units until such Shares are actually issued to and held of
\nrecord by the Participant. No adjustments will be made for dividends or other
\nrights of a<\/p>\n<\/p>\n

1<\/p>\n

\n

holder for which the record date is prior to the date of issuance of the
\nstock certificate evidencing such Shares.<\/p>\n

6. Restrictions on Transfer<\/u><\/strong>. Except as provided in
\nSection 4(c) of the Plan, neither the Award, nor any interest therein or amount
\nor Shares payable in respect thereof may be sold, assigned, transferred, pledged
\nor otherwise disposed of, alienated or encumbered, either voluntarily or
\ninvoluntarily.<\/p>\n

7. Timing and Manner of Payment of Stock Units<\/u><\/strong>. On or
\nas soon as administratively practical following each Vesting Date of the
\napplicable portion of the total Award pursuant to Section 3 or Section 8 (and in
\nall events not later than two and one-half (2 1<\/sup>\/2) months after such
\nvesting event), the Company shall deliver to the Participant a number of Shares
\n(either by delivering one or more certificates for such Shares or by entering
\nsuch Shares in book entry form, as determined by the Company in its discretion)
\nequal to the number of Stock Units subject to this Award that vest on the
\napplicable Vesting Date, less Tax-Related Items (as defined in Section 11
\nbelow), unless such Stock Units terminate prior to the given Vesting Date
\npursuant to Section 8. The Company’s obligation to deliver Shares or otherwise
\nmake payment with respect to vested Stock Units is subject to the condition
\nprecedent that the Participant or other person entitled under the Plan to
\nreceive any Shares with respect to the vested Stock Units deliver to the Company
\nany representations or other documents or assurances required pursuant to
\nSection 13(c) of the Plan. The Participant shall have no further rights with
\nrespect to any Stock Units that are paid or that terminate pursuant to Section
\n8.<\/p>\n

8. Effect of Termination of Employment<\/u><\/strong>. The
\nParticipant’s Stock Units shall terminate to the extent such units have not
\nbecome vested prior to the first date the Participant is no longer employed by
\nor providing services to the Company or one of its Subsidiaries (the
\n“Severance Date<\/strong>“), regardless of the reason for the termination
\nof the Participant’s employment with the Company or a Subsidiary, whether with
\nor without cause, voluntarily or involuntarily; provided, however, that in the
\nevent such termination of employment is due to the Participant’s death or
\nDisability, (a) the Award shall vest with respect to the number of Stock Units
\ndetermined by multiplying (i) the number of then-outstanding and unvested Stock
\nUnits subject to the Award that would have otherwise vested pursuant to Section
\n3 on the next Vesting Date following the Severance Date but for such termination
\nof employment, by (ii) a fraction, the numerator of which shall be the number of
\nwhole calendar months that have elapsed between the Vesting Date that
\nimmediately preceded the Severance Date (or, in the case of a termination prior
\nto the initial Vesting Date, the Vesting Commencement Date) and the Severance
\nDate, and the denominator of which shall be the number of whole calendar months
\nbetween the Vesting Date that immediately preceded the Severance Date (or, in
\nthe case of a termination prior to the initial Vesting Date, the Vesting
\nCommencement Date) and the next Vesting Date following the Severance Date that
\nwould have occurred but for such termination of employment; and (b) any Stock
\nUnits that are not vested after giving effect to the foregoing clause (a) shall
\nterminate. If any unvested Stock Units are terminated hereunder, such Stock
\nUnits shall automatically terminate and be cancelled as of the applicable
\nSeverance Date without payment of any consideration by the Company and without
\nany other action by the Participant, or the Participant’s beneficiary or
\npersonal representative, as the case may be.<\/p>\n<\/p>\n

2<\/p>\n

\n

9. Recoupment<\/u><\/strong>. Notwithstanding any other provision
\nherein, the Award and any Shares or other amount or property that may be issued,
\ndelivered or paid in respect of the Award, as well as any consideration that may
\nbe received in respect of a sale or other disposition of any such Shares or
\nproperty, shall be subject to any recoupment, “clawback” or similar provisions
\nof applicable law, as well as any recoupment or “clawback” policies of the
\nCompany that may be in effect from time to time. In addition, the Company may
\nrequire the Participant to deliver or otherwise repay to the Company the Award
\nand any Shares or other amount or property that may be issued, delivered or paid
\nin respect of the Award, as well as any consideration that may be received in
\nrespect of a sale or other disposition of any such Shares or property, if the
\nCompany reasonably determines that one or more of the following has occurred:\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

during the period of the Participant’s employment or service with the Company
\nor any of its Subsidiaries (the “Employment Period<\/strong>“), the
\nParticipant has committed a felony (under the laws of the United States or any
\nrelevant state, or a similar crime or offense under the applicable laws of any
\nrelevant foreign jurisdiction);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

during the Employment Period or at any time thereafter, the Participant has
\ncommitted or engaged in a breach of confidentiality, or an unauthorized
\ndisclosure or use of inside information, customer lists, trade secrets or other
\nconfidential information of the Company or any of its Subsidiaries;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

during the Employment Period or at any time thereafter, the Participant has
\ncommitted or engaged in an act of theft, embezzlement or fraud, or materially
\nbreached any agreement to which the Participant is a party with the Company or
\nany of its Subsidiaries.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

10. Adjustments Upon Specified Events<\/u><\/strong>. Upon the
\noccurrence of certain events relating to the Company’s stock contemplated by
\nSection 11 of the Plan (including, without limitation, an extraordinary cash
\ndividend on such stock), the Committee shall make adjustments in accordance with
\nsuch section in the number of Stock Units then outstanding and the number and
\nkind of securities that may be issued in respect of the Award.<\/p>\n

11. Responsibility for Taxes<\/u><\/strong>. Regardless of any
\naction the Company and\/or the Participant’s employer (the
\n“Employer<\/strong>“) take with respect to any or all income tax
\n(including U.S. federal, state and local tax and\/or non-U.S. tax), social
\ninsurance, payroll tax, payment on account or other tax-related items related to
\nthe Participant’s participation in the Plan and legally applicable to the
\nParticipant or deemed by the Company or the Employer to be an appropriate charge
\nto the Participant even if technically due by the Company or the Employer
\n(“Tax-Related Items<\/strong>“), the Participant acknowledges that the
\nultimate liability for all Tax-Related Items is and remains the Participant’s
\nresponsibility and may exceed the amount actually withheld by the Company or the
\nEmployer. The Participant further acknowledges that the Company and\/or the
\nEmployer (i) make no representations or undertakings regarding the treatment of
\nany Tax-Related Items in connection with any aspect of the Award, including the
\ngrant of the Stock Units, the vesting of the Stock Units, the delivery of
\nShares, the subsequent sale of any Shares acquired at vesting and the receipt of
\nany dividends and\/or dividend equivalents; and (ii) do not commit to and are
\nunder no obligation to structure the terms of the grant or any aspect of the
\nAward to<\/p>\n<\/p>\n

3<\/p>\n

\n

reduce or eliminate the Participant’s liability for Tax-Related Items or
\nachieve any particular tax result. Further, if the Participant is or becomes
\nsubject to tax in more than one jurisdiction, the Participant acknowledges that
\nthe Company and\/or the Employer (or former employer, as applicable) may be
\nrequired to withhold or account for Tax-Related Items in more than one
\njurisdiction.<\/p>\n

Prior to the relevant taxable or tax withholding event, as applicable, the
\nParticipant shall pay or make arrangements satisfactory to the Company and\/or
\nthe Employer to satisfy all withholding and payment on account obligations of
\nthe Company and\/or the Employer. In this regard, the Participant authorizes the
\nCompany and\/or the Employer, at its discretion and pursuant to such procedures
\nas it may specify from time to time, to satisfy withholding and all other
\nobligations with regard to all Tax-Related Items legally payable by the
\nParticipant by one or a combination of the following:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

withholding from any wages or other cash compensation payable to the
\nParticipant by the Company and\/or the Employer;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

withholding otherwise deliverable Shares to be issued upon vesting\/settlement
\nof the Award;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

arranging for the sale of Shares otherwise deliverable to the Participant (on
\nthe Participant’s behalf and at the Participant’s direction pursuant to this
\nauthorization), including selling shares as part of a block trade with other
\nParticipants in the Plan; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

withholding from the proceeds of the sale of Shares acquired upon
\nvesting\/settlement of the Award.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

To avoid negative accounting treatment, the Company may withhold or account
\nfor Tax-Related Items by considering applicable minimum statutory withholding
\namounts or other applicable withholding rates. If the obligation for Tax-Related
\nItems is satisfied by withholding a number of Shares as described herein, for
\ntax purposes, the Participant is deemed to have been issued the full number of
\nShares subject to the Award, notwithstanding that a number of the Shares are
\nheld back solely for the purpose of paying the Tax-Related Items due as a result
\nof any aspect of the Participant’s participation in the Plan. The Participant
\nshall pay to the Company and\/or the Employer any amount of Tax-Related Items
\nthat the Company and\/or the Employer may be required to withhold or account for
\nas a result of the Participant’s participation in the Plan that cannot be
\nsatisfied by the means previously described. The Company may refuse to deliver
\nto the Participant any Shares pursuant to the Participant’s Award if the
\nParticipant fails to comply with the Participant’s obligations in connection
\nwith the Tax-Related Items as described in this Section.<\/p>\n

12. Electronic Delivery and Acceptance<\/u><\/strong>. The Company
\nmay, in its sole discretion, deliver any documents related to the Award by
\nelectronic means or request the Participant’s consent to participate in the Plan
\nby electronic means. The Participant hereby consents to receive all applicable
\ndocumentation by electronic delivery and to participate in the Plan through<\/p>\n<\/p>\n

4<\/p>\n

\n

an on-line (and\/or voice activated) system established and maintained by the
\nCompany or a third party vendor designated by the Company.<\/p>\n

13. Data Privacy<\/u><\/strong>. The Participant acknowledges and
\nconsents to the collection, use, processing and transfer of personal data as
\ndescribed in this Section 13. The Company, its related entities, and the
\nParticipant’s employer hold certain personal information about the Participant,
\nincluding the Participant’s name, home address and telephone number, date of
\nbirth, social security number or other employee identification number, salary,
\nnationality, job title, any Shares or directorships held in the Company, details
\nof all options or any other entitlement to Shares awarded, canceled, purchased,
\nvested, unvested or outstanding in the Participant’s favor, for the purpose of
\nmanaging and administering the Plan (“Data<\/strong>“). The Company and
\nits related entities may transfer Data amongst themselves as necessary for the
\npurpose of implementation, administration and management of the Participant’s
\nparticipation in the Plan, and the Company and its related entities may each
\nfurther transfer Data to any third parties assisting the Company or any such
\nrelated entity in the implementation, administration and management of the Plan.
\nThe Participant acknowledges that the transferors and transferees of such Data
\nmay be located anywhere in the world and hereby authorizes each of them to
\nreceive, possess, use, retain and transfer the Data, in electronic or other
\nform, for the purposes of implementing, administering and managing the
\nParticipant’s participation in the Plan, including any transfer of such Data as
\nmay be required for the administration of the Plan and\/or the subsequent holding
\nof Shares on the Participant’s behalf to a broker or to other third party with
\nwhom the Participant may elect to deposit any Shares acquired under the Plan
\n(whether pursuant to the Award or otherwise).<\/p>\n

14. Notices<\/u><\/strong>. Any notice to be given under the terms
\nof this Award Agreement shall be in writing and addressed to the Company at its
\nprincipal office to the attention of the Secretary, and to the Participant at
\nthe Participant’s last address reflected on the Company’s records, or at such
\nother address as either party may hereafter designate in writing to the other.
\nAny such notice shall be given only when received, but if the Participant is no
\nlonger an employee of the Company, shall be deemed to have been duly given by
\nthe Company when enclosed in a properly sealed envelope addressed as aforesaid,
\nregistered or certified, and deposited (postage and registry or certification
\nfee prepaid) in a post office or branch post office regularly maintained by the
\nUnited States Government.<\/p>\n

15. Plan<\/u><\/strong>. The Award and all rights of the Participant
\nunder this Award Agreement are subject to the terms and conditions of the
\nprovisions of the Plan, incorporated herein by reference. The Participant agrees
\nto be bound by the terms of the Plan and this Award Agreement. The Participant
\nacknowledges having read and understood the Plan, the Prospectus for the Plan,
\nand this Award Agreement. Unless otherwise expressly provided in other sections
\nof this Award Agreement, provisions of the Plan that confer discretionary
\nauthority on the Board or the Committee do not (and shall not be deemed to)
\ncreate any rights in the Participant unless such rights are expressly set forth
\nherein or are otherwise in the sole discretion of the Board or the Committee so
\nconferred by appropriate action of the Board or the Committee under the Plan
\nafter<\/u> the date hereof.<\/p>\n

16. Entire Agreement<\/u><\/strong>. This Award Agreement and the
\nPlan together constitute the entire agreement and supersede all prior
\nunderstandings and agreements, written or oral, of the parties hereto with
\nrespect to the subject matter hereof. The Plan and this Award Agreement<\/p>\n<\/p>\n

5<\/p>\n

\n

may be amended pursuant to Section 15 of the Plan. Such amendment must be in
\nwriting and signed by the Company. The Company may, however, unilaterally waive
\nany provision hereof in writing to the extent such waiver does not adversely
\naffect the interests of the Participant hereunder, but no such waiver shall
\noperate as or be construed to be a subsequent waiver of the same provision or a
\nwaiver of any other provision hereof.<\/p>\n

17. Limitation on the Participant’s Rights<\/u>.
\n<\/strong>Participation in the Plan confers no rights or interests other than as
\nherein provided. This Award Agreement creates only a contractual obligation on
\nthe part of the Company as to amounts payable and shall not be construed as
\ncreating a trust. Neither the Plan nor any underlying program, in and of itself,
\nhas any assets. The Participant shall have only the rights of a general
\nunsecured creditor of the Company with respect to amounts credited and benefits
\npayable, if any, with respect to the Stock Units, and rights no greater than the
\nright to receive the Common Stock as a general unsecured creditor with respect
\nto Stock Units, as and when payable hereunder.<\/p>\n

18. Counterparts<\/u><\/strong>. This Award Agreement may be
\nexecuted simultaneously in any number of counterparts, each of which shall be
\ndeemed an original but all of which together shall constitute one and the same
\ninstrument.<\/p>\n

19. Section Headings<\/u><\/strong>. The section headings of this
\nAward Agreement are for convenience of reference only and shall not be deemed to
\nalter or affect any provision hereof.<\/p>\n

20. Governing Law and Choice of Venue<\/u><\/strong>. This Award
\nAgreement shall be governed by and construed and enforced in accordance with the
\nlaws of the State of California without regard to conflict of law principles
\nthereunder.<\/p>\n

For purposes of litigating any dispute that arises directly or indirectly
\nfrom the relationship of the parties evidenced by this grant or this Award
\nAgreement, the parties hereby submit to the exclusive jurisdiction of the State
\nof California and agree that such litigation shall be conducted only in the
\ncourts of Santa Clara County, California, or the federal courts for the Northern
\nDistrict of California, and no other courts, where this grant is made and\/or to
\nbe performed.<\/p>\n

21. Construction<\/u><\/strong>. It is intended that the terms of
\nthe Award will not result in the imposition of any tax liability pursuant to
\nSection 409A of the Code. This Award Agreement shall be construed and
\ninterpreted consistent with that intent.<\/p>\n

22. Severability<\/u><\/strong>. The provisions of this Award
\nAgreement are severable and if any one of more provisions are determined to be
\nillegal or otherwise unenforceable, in whole or in part, the remaining
\nprovisions shall nevertheless be binding and enforceable.<\/p>\n

23. Imposition of Other Requirements<\/u><\/strong>. The Company
\nreserves the right to impose other requirements on the Participant’s
\nparticipation in the Plan, on the Stock Units and on any Shares acquired under
\nthe Plan, to the extent the Company determines it is necessary or advisable in
\norder to comply with local law or facilitate the administration of the Plan, and
\nto require the Participant to sign any additional agreements or undertakings
\nthat may be necessary to accomplish the foregoing.<\/p>\n<\/p>\n

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