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YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. and (ii) a majority of the shares required to constitute the quorum. Recommendation of the Board The Board recommends a vote AGAINST Proposal No. 11. OTHER MATTERS An eligible shareholder has se...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the Exchange Act and the shareholder did not seek to have the Floor Proposal included in this Proxy Statement. Accordingly, the Floor Proposal may be presented at the meeting but is not included in ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. AMENDED AND RESTATED ARTICLES OF INCORPORATION OF APPLE INC. AMENDED AND RESTATED ARTICLES OF INCORPORATION OF APPLE INC. The name of the corporation is Apple Inc. II The purpose of this corp...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. IV Section 1. Limitation of Directors’ Liability. The liability of the directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. . Any repeal or modification of the foregoing provisions of this Article IV by the shareholders of this corporation shall not adversely affect any right or protection of an agent of this corporation ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. III This corporation is aut...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of any such series. The Board of Directors is further authorized to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of P...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, vote of shareholders or disintereste...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. . B-1 VI V There shall be no right with respect to shares of stock of this corporation to cumulate votes in the election of directors. VII Through and until immediately prior to the annual meeti...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Commencing at the annual meeting of shareholders to be held in fiscal year 2000, each director shall be elected to serve until the annual meeting of shareholders held in the following fiscal year or...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ORNIA ON AUGUST 6, 1997 B-3 Conformed Copy as filed with the Secretary of State of the State of California on August 6, 1997 CERTIFICATE OF DETERMINATION OF PREFERENCES OF SERIES A NON-VOTING C...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Preferred Stock. 3. None of the shares of the Series A Non-Voting Convertible Preferred Stock have been issued. 4. Pursuant to authority given by the Corporation’s Restated Articles of Incorporati...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. number of shares constituting any such series, and to determine the designation thereof; and WHEREAS, the Corporation has not issued any shares of Preferred Stock, and the Board of Directors of thi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , preferences, privileges and restrictions relating to said series of Series A Non-Voting Convertible Preferred Stock shall be as set forth below. “A. One hundred and fifty thousand (150,000) of the...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. available therefor, a dividend at the rate of 3% of the Original Issue Price per share per annum, payable in preference and priority to any payment of any dividend on Common Stock of the Corporatio...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. on the number of shares of Common Stock into which the shares of Series A Preferred Stock would have been or will be convertible as of the record date(s) to the dividends which were paid or will be ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. by law, the holders of Series A Preferred Stock shall have no voting rights and their consent shall not be required for taking any corporate action. 3. Liquidation, Dissolution or Winding Up. Subje...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Stock into which the shares of Series A Preferred Stock are then convertible. 4. Consolidation, Merger, Exchange, Etc. In case the Corporation shall enter into any consolidation, merger, combinatio...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , money and/or any other property receivable upon or deemed to be held by holders of Common Stock immediately following such consolidation, merger, combination, statutory share exchange or other tran...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. in effect at the time of the conversion upon any sale, pledge, conveyance, hypothecation, assignment or other transfer of such share, whether or not for value, or attempt thereof, by the initial reg...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. pledge, conveyance, hypothecation, assignment or other transfer shall not give rise to automatic conversion hereunder, then any subsequent B-5 transfer or attempt thereof by the holder (other than...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock, such number of its shares of Common Stock as sha...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , then in each such case the number of Common Stock issuable upon the conversion of the Series A Preferred Stock shall be adjusted (the “Adjustment”) by multiplying the number of Common Stock to whic...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. or other securities or any of its assets (other than Common Stock or securities convertible into or exchangeable for Common Stock), then, in any such case, the Series A Preferred Stock holder shall ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Date”). 7. Minimal Adjustments. No adjustment in the Original Issue Price need be made if such adjustment would result in a change in the Conversion Price of less than $0.01. Any adjustment of less...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. such price is available. If such price is not available, this Corporation shall pay cash for fractional shares equal to such fraction multiplied by the fair market value of one share of Series A Pre...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. a meeting) of the holders of not less than fifty percent (50%) of the then outstanding shares of Series A Preferred Stock shall be required to amend, alter, change or repeal any of the powers, desig...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , 1997. /s/ John B. Douglas, III John B. Douglas, III Senior Vice President /s/ Paul D. Carmichael Paul D. Carmichael Assistant Secretary B-7 ANNEX C APPLE INC. 2014 EMPLOYEE STOCK PLAN APP...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. providing for discretionary long-term incentive Awards in the form of Options (which may be Incentive Stock Options or Nonstatutory Stock Options), Stock Appreciation Rights, Stock Grants, Restricte...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to the administration of stock plans, including, but not limited to, all applicable U.S. federal and state laws, the rules and regulations of any stock exchange or quotation system on which the Comm...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. that evidences a Cash Bonus Award granted under the Plan. Award Agreements shall consist of either (1) a written award agreement in a form approved by the Committee and executed by the Company by an...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. recipient) to execute any or all Award Agreements on behalf of the Company. (e) “Board” means the Board of Directors of the Company, as constituted from time to time. (f) “Cash Bonus Award” means a...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. or part of the sale proceeds to the Company. C-1 (h) “Code” means the U.S. Internal Revenue Code of 1986, as amended, and the regulations and interpretations promulgated thereunder. (i) “Committe...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ). (n) “Director” means a member of the Board. (o) “Disability” means that the Participant is classified as disabled under the long-term disability policy of the Company or, if no such policy appli...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. an employee of the Company, a Parent or a Subsidiary (including any Director that is also an Employee). (q) “Exchange Act” means the Securities Exchange Act of 1934, as amended. (r) “Exercise Pric...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. circumstances, the closing price (in regular trading) for a Share on the NASDAQ Stock Market (the “Market”) for the date in question or, if no sales of Common Stock were reported on the Market on th...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. no longer actively traded on the Market as of the applicable date, the Fair Market Value of the Common Stock shall be the value as reasonably determined by the Committee for purposes of the Award in...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. (u) “Full-Value Awards” means Awards granted under the Plan other than Options and SARs. C-2 (v) “Full-Value Award Ratio” means the share-counting ratio applicable to Full-Value Awards as specified...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. stock option that is not an ISO. (aa) “Option” means an ISO or NSO granted under the Plan entitling the Participant to purchase Shares. (bb) “Parent” means any corporation or other entity that ben...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Period based upon one or more of the following criteria: (i) operating income; (ii) earnings before interest, taxes, depreciation and amortization; (iii) earnings; (iv) cash flow; (v) market share; ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status.  accounts receivable; (xvii) writeoffs; (xviii) cash; (xix) assets; (xx) liquidity; (xxi) operations; (xxii) intellectual property (e.g., patents); (xxiii) product development; (xxiv) manufacturing, ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ), (c) on a per share and/or share per capita basis, (d) against the performance of the Company as a whole or against particular entities, segments, operating units or products of the Company and /or...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. time to time. (gg) “Re-Price” or “Re-Pricing” means any of the following actions taken by the Committee: (1) lowering or reducing the Exercise Price of an outstanding Option and/or outstanding SAR,...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. y) any action taken with shareholder approval, and (z) any adjustment of an Option or SAR pursuant to Section 11. (hh) “Restricted Stock Unit” means a bookkeeping entry representing the equivalent o...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status.  16 of the Exchange Act. (mm) “Securities Act” means the U.S. Securities Act of 1933, as amended. (nn) “Share” means one share of Common Stock. (oo) “Stock Appreciation Right” or “SAR” means a sto...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. indirectly by the Company. An entity that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date. (tt) “10-Percent S...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. by the Employee for the Company and its Subsidiaries for any reason, including but not by way of limitation, a termination by resignation, discharge, death, disability, or retirement, but excluding ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. is a simultaneous re-engagement of the Consultant by the Company or a Subsidiary. For purposes of the Plan and any Award, if an entity ceases to be a Subsidiary of the Company, a Termination of Serv...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ) in connection with such transaction. SECTION 3. ADMINISTRATION. (a) Committee Composition. The Board or a Committee appointed by the Board shall administer the Plan. The Committee shall generally...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status.  16 Persons or Covered Employees, respectively, may grant Awards under the Plan to such Participants and may determine all terms of such Awards. Members of any such Committee shall serve for such per...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. (i) selecting Participants who are to receive Awards under the Plan; (ii) determining the Fair Market Value for purposes of any Award; (iii) determining the type of and number of securities to be s...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. construing and interpreting the Plan and any agreements defining the rights and obligations of the Company, its Subsidiaries, and Participants under the Plan; (viii) correcting any defect, supplyin...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 15, and subject to the no Re-Pricing provision below; (xii) determining whether, and the extent to which, adjustments are required pursuant to Section 13 hereof and authorizing the termination, conv...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. tax-preferred treatment of Awards or otherwise provide for the participation by Participants who reside outside of the U.S. In no event shall the Committee Re-Price any Option or SAR. The Committe...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. failure to act under the Plan or any Award Agreement, and (ii) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction o...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. or under any power that the Company may have to indemnify them or hold them harmless. (d) Reliance on Experts. In making any determination or in taking or not taking any action under the Plan, the ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. a “parent corporation” of the Company (within the meaning of Section 424(e) of the Code) or a “subsidiary corporation” of the Company (within the meaning of Section 424(f) of the Code) shall be elig...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. assignment, pledge, encumbrance or charge; (B) Awards shall be exercised only by the Participant; and (C) amounts payable or Shares issuable pursuant to any Award shall be delivered only to (or for ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. voting interests are held by the Participant or by the Participant’s family members). C-6 (iii) The exercise and transfer restrictions in Section 4(c) shall not apply to: (A) transfers to the Co...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Company, (D) if the Participant has suffered a Disability, permitted transfers or exercises on behalf of the participant by his or her legal representative, or (E) the authorization by the Commi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of any such designation, any vested benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate and, subject to the terms of the Plan and of the applicable Award A...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the Company). (f) Termination of Service. The Committee shall establish the effect of a Termination of Service on the rights and benefits under each Award under the Plan and in so doing may make di...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. adjustment pursuant to Section 11, is equal to: (i) 55,000,000 Shares, plus (ii) the number of any Shares that remain available under the 2003 Plan for new award grants on the date the Company’s s...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. stock unit awards granted under the 2003 Plan that are outstanding and unvested on the Approval Date that are forfeited, terminated, cancelled or otherwise reacquired by the Company after the Approv...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 2) the number of Shares available for new award grants under the 2003 Plan on November 11, 2013, plus (3) the aggregate number of Shares subject to stock options previously granted and outstanding un...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. one (1) Share issued in connection with the Award. Shares issued pursuant to the exercise of Options or SARs under the Plan will count against the Shares available for issuance under the Plan as one...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. not be counted against the Shares available for issuance under the Plan. Except as provided in the next sentence, Shares that are subject to Awards that are forfeited, are terminated, fail to vest o...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. reserve. Shares that are exchanged by a Participant or withheld by the Company as full or partial payment in connection with any Option or SAR, as well as any Shares exchanged by a Participant or wi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ) Share so exchanged or withheld in connection with any Full-Value Award shall be credited as two (2) Shares when determining the number of Shares that shall again become available for Awards under t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. . No Participant shall receive Stock Grants or Restricted Stock Units during any Fiscal Year covering, in the aggregate, in excess of 1,000,000 Shares (for this purpose, counting such Shares on a 1-f...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. lieu of any fractional Shares in settlements of Awards under the Plan. SECTION 6. TERMS AND CONDITIONS OF OPTIONS. (a) Stock Option Agreement. Each Option granted under the Plan shall be evidenced...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Option Agreement shall specify the number of Shares that are subject to the Option, which number is subject to adjustment in accordance with Section 11. (c) Exercise Price. Each Stock Option Agreem...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Option may be exercised. The Stock Option Agreement shall also specify the maximum term of the Option; provided that the maximum term of an Option shall in no event exceed seven (7) years from the G...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the Company or the Company’s designee (or, subject to Applicable Laws and if the Company permits, by electronic or voice methods) of the number of Shares to be purchased. Such notice shall be accomp...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ) Other Forms of Payment. Payment may be made in any other form that is consistent with Applicable Laws, regulations and rules and approved by the Committee. C-9 In the case of an ISO granted under...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. A SAR Agreement may provide for a maximum limit on the amount ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. specify an Exercise Price that varies in accordance with a predetermined formula while the SAR is outstanding, provided that in all cases the Exercise Price of a SAR shall not be less than 100% of t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Committee may determine to be appropriate and may provide for tolling of vesting in the event of a Participant’s leave of absence. SARs may be awarded in combination with Options or Stock Grants, an...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the SAR after Participant’s death) shall receive from the Company (i) Shares, (ii) cash or (iii) any combination of Shares and cash, as the Committee shall determine at the time of grant of the SAR,...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Agreement. Each Stock Grant awarded under the Plan shall be evidenced and governed exclusively by a Stock Grant Agreement between the Participant and the Company. Each Stock Grant shall be subject t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ing shall occur, in full or in installments, upon satisfaction of the conditions specified in the Stock Grant Agreement, which may include performance conditions or Performance Goals pursuant to Sect...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. any cash dividends received in additional Shares subject to the Stock Grant. Such additional Shares and any Shares received as a dividend pursuant to the Stock Grant shall be subject to the same con...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of Shares. Each Restricted Stock Unit Agreement shall specify the number of Restricted Stock Units to which the Restricted Stock Unit Award pertains, which number is subject to adjustment in accordan...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. grant of the Restricted Stock Units, in its sole discretion. Vested Restricted Stock Units may be settled in a lump sum or in installments. The distribution may occur or commence when the vesting co...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the Plan may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one Share...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to which the dividend equivalents relate. C-11 (f) Creditors’ Rights. A holder of Restricted Stock Units shall have no rights other than those of a general creditor of the Company. Restricted Stoc...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Period established by the Committee. Such Awards shall be granted and administered pursuant to the requirements of Code Section 162(m). The Committee may provide at the time it establishes the applic...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. (m). (b) Cash Bonus Awards. The Committee may, in its discretion, grant Cash Bonus Awards under the Plan to one or more Employees of the Company or any of its Subsidiaries. Cash Bonus Awards may be ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Unit awards settled in cash based on the fair market value of a Share in connection with the payment of the Award, which Awards are subject to the limit of Section 5(c)(ii), and exclusive of cash-se...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. compensation within the meaning of Section 162(m) of the Code (other than Options and SARs with an Exercise Price that is not less than the Fair Market Value of a Share on the Grant Date) shall term...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. distribution in respect of the Common Stock; or any exchange of Common Stock or other securities of the Company, or any similar, unusual or extraordinary corporate transaction in respect of the Comm...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. any outstanding Awards, in each case to the extent necessary to preserve (but not increase) the level of incentives intended by the Plan and the then-outstanding Awards. C-12 Unless otherwise expr...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. adjustments contemplated by the preceding two paragraphs be made in a manner that satisfies applicable legal, tax (including, without limitation and as applicable in the circumstances, Section 424 o...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any oth...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. which the Company does not survive (or does not survive as a public company in respect of its Common Stock); any exchange of Common Stock or other securities of the Company in which the Company does...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Share-based Awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Common Stock upon or in respect of such event. Upon the oc...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. notice of the impending termination be required). The Committee may adopt such valuation methodologies for outstanding Awards as it deems reasonable in the event of a cash or property settlement an...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. underlying Shares. C-13 Without limiting the generality of Section 3, any good faith determination by the Committee pursuant to its authority under this Section 12 shall be conclusive and binding ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. nature, or part of a Participant’s normal or expected compensation, and in no way represents any portion of a Participant’s salary, compensation, or other remuneration for purposes of pension benefi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. revocably to have waived any claim to damages or specific performance for breach of contract or dismissal, compensation for loss of office, tort or otherwise with respect to the Plan or any outstandi...