Apple (AAPL)

Description of Plan-Based Awards

Each of the “Non-Equity Incentive Plan Awards” reported in the table entitled “Grants of Plan-Based Awards—2009” was granted under the 2003 Plan, which provides flexibility to grant non-equity incentive awards (i.e., cash bonus opportunities) as well as equity awards. The material terms of the 2009 non-equity incentive awards are described under “Executive Compensation—Compensation Discussion and Analysis” in the section entitled “The Role of Cash Compensation—Performance-Based Cash Bonus Awards” above.

Description of Plan-Based Awards

Each of the “Non-Equity Incentive Plan Awards” reported in the table entitled “Grants of Plan-Based Awards—Fiscal 2008” was granted under the Company’s Performance Bonus Plan (except with respect to Mr. Mansfield’s bonus opportunities prior to his promotion as noted above). The material terms of these incentive awards are described under “Executive Compensation—Compensation Discussion and Analysis” in the section entitled “D. Executive Compensation Program Design and Implementation—4. The Role of Cash Compensation” above.

Column (i) of the table above reports awards of RSUs granted to the named executive officers in fiscal 2008. Each of these awards was granted under, and is subject to, the terms of the Company’s 2003 Employee Stock Plan (the “2003 Plan”). The 2003 Plan is administered by the Compensation Committee. The Compensation Committee has authority to interpret the plan provisions and make all required determinations under the plan. This authority includes making required proportionate adjustments to outstanding awards upon the occurrence of certain corporate events such as reorganizations, mergers and stock splits, and making provision to ensure that any tax withholding obligations incurred in respect of awards are satisfied. Awards granted under the plan are generally only transferable to a beneficiary of a named executive officer upon such officer’s death. However, the Compensation Committee may establish procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable securities laws and, with limited exceptions set forth in the plan document, are not made for value. Under the terms of the 2003 Plan, each named executive officer’s outstanding awards granted under the plan will generally terminate if the Company undergoes a corporate transaction, unless the Compensation Committee provides for the substitution, assumption, exchange or other continuation of the outstanding awards.

Each RSU represents a contractual right to receive one share of the Company’s common stock. Awards of RSUs granted to the named executive officers for fiscal 2008 are scheduled to vest in full on March 24, 2012, except that the awards granted to Messrs. Fadell and Mansfield in December 2007 and the award granted to Mr. Mansfield in May 2008 are scheduled to vest in full on March 24, 2010. In each case, vesting is contingent on the officer’s continued employment with the Company through the vesting date. The named executive officer does not have the right to vote or dispose of the RSUs, nor the right to receive dividends in respect of the stock units.

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Description of Plan-Based Awards

Each of the “Non-Equity Incentive Plan Awards” reported in the Grants of Plan-Based Awards table was granted under the Company’s Performance Bonus Plan. The material terms of these incentive awards are described in the section entitled “Compensation Discussion and Analysis” above. As noted earlier, the Company did not grant equity incentive plan awards to any of its named executive officers during fiscal year 2007.

Description of Plan-Based Awards

Each of the "Non-Equity Incentive Plan Awards" reported in the Grants of Plan-Based Awards Table was granted under the Company's Performance Bonus Plan. The material terms of these incentive awards are described in the "Compensation Discussion and Analysis" above. As noted earlier, the Company did not grant equity incentive plan awards to any of its Named Executive Officers during fiscal year 2007.

Description of Plan-Based Awards

Each of the "Non-Equity Incentive Plan Awards" reported in the Grants of Plan-Based Awards Table was granted under the Company's Performance Bonus Plan.
The material terms of these incentive awards are described in the "Compensation Discussion and Analysis" above. As noted earlier, the Company did not grant equity incentive plan awards to any of its
Named Executive Officers during fiscal year 2007.