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This excerpt taken from the AAPL 10-Q filed May 4, 2005. Amendment and Termination of the Plan. The Committee may amend, modify, suspend or terminate the Plan, in
whole or in part, at any time, including the adoption of amendments deemed
necessary or desirable to correct any defect or to supply omitted data or to
reconcile any inconsistency in the Plan or in any Award granted hereunder;
provided, however, that no amendment, alteration, suspension or discontinuation
shall be made which would (i) impair any payments to Participants made
prior to such amendment, modification, suspension or termination, unless the
Committee has made a determination that such amendment or modification is in
the best interests of all persons to whom Awards have theretofore been granted;
provided further, however, that in no event may such an amendment or
modification result in an increase in the amount of compensation payable
pursuant to such Award or (ii) cause compensation that is, or may become,
payable hereunder to fail to qualify as Performance-Based Compensation.
To the extent necessary or advisable under applicable law, including
Section 162(m), Plan amendments shall be subject to shareholder approval.
At no time before the actual distribution of funds to Participants under the
Plan shall any Participant accrue any vested interest or right whatsoever under
the Plan except as otherwise stated in this Plan.
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