EX-10.2




 Exhibit 10.2 

APPLE INC. 
 2022 EMPLOYEE STOCK PLAN

 RESTRICTED STOCK UNIT AWARD AGREEMENT 

NOTICE OF GRANT 
  

			
	 Name:
	  	 (the “Participant”)

		
	 Employee ID:
	  	
		
	 Grant Number:
	  	
		
	 No. of Units Subject to Award:
	  	
		
	 Award Date:
	  	 (the “Award Date”)

		
	 Vesting Commencement Date:
	  	 (the “Vesting Commencement Date”)

		
	 Vesting Schedule:
	  	

 This restricted stock unit award (the “Award”) is granted under and governed by the terms and
conditions of the Apple Inc. 2022 Employee Stock Plan and the Terms and Conditions of Restricted Stock Unit Award, which are incorporated herein by reference. 

You do not have to accept the Award. If you wish to decline your Award, you should promptly notify Apple Inc.’s Stock Plan Group of
your decision at stock@apple.com. If you do not provide such notification by the last day of the calendar month prior to the first Vesting Date, you will be deemed to have accepted your Award on the terms and conditions set forth herein. 











 APPLE INC. 

2022 EMPLOYEE STOCK PLAN 
 RESTRICTED STOCK
UNIT AWARD AGREEMENT 
 TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT AWARD 

1. General. These Terms and Conditions of Restricted Stock Unit Award (these “Terms”) apply to a
particular restricted stock unit award (the “Award”) granted by Apple Inc., a California corporation (the “Company”), and are incorporated by reference in the Notice of Grant (the “Grant Notice”)
corresponding to that particular grant. The recipient of the Award identified in the Grant Notice is referred to as the “Participant.” The effective date of grant of the Award as set forth in the Grant Notice is referred to as the
“Award Date.” The Award was granted under and is subject to the provisions of the Apple Inc. 2022 Employee Stock Plan, as amended from time to time (the “Plan”). Capitalized terms are defined in the Plan if not
defined herein. The Award is discretionary and has been granted to the Participant in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Participant. The Grant Notice and these Terms are
collectively referred to as the “Award Agreement” applicable to the Award. 
 2. RSUs. As used
herein, the term “RSU” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding Share solely for purposes of the Plan and this
Award Agreement. RSUs shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such RSUs vest pursuant to this Award Agreement. The RSUs shall not be treated as property or as a trust fund of
any kind. 
 3. Vesting. Subject to Sections 4 and 8 below, the Award shall vest and become nonforfeitable as set
forth in the Grant Notice. (Each vesting date set forth in the Grant Notice is referred to herein as a “Vesting Date.”) Unless and until the Company elects to issue fractional Shares in settlement of a vested RSU, any fractional
RSUs that vest on a Vesting Date shall be carried forward and vest when such combined fractional RSUs result in a full RSU and any fractional RSU that is not carried forward as a result of a termination of the Award prior to the next subsequent
Vesting Date shall be forfeited. 
 4. Continuance of Employment. Except as provided in this Section 4 and in
Section 8 below, vesting of the Award requires continued active 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 Award
Agreement. Employment or service for only a portion of the period between the Vesting Commencement Date and the first Vesting Date or between subsequent Vesting Dates, even if a substantial portion, will not entitle the Participant to any
proportionate vesting of the Award. For purposes of this Award Agreement, active service shall include (a) the duration of an approved leave of absence (other than a personal leave of absence) and (b) the first thirty (30) days of an
approved personal leave of absence, in each case as approved by the Company, in its sole discretion. The vesting of the Award shall be tolled beginning on the thirty-first (31st) day of a personal leave of absence. 

Nothing contained in this Award 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 service, or affects the right of the Company or any Subsidiary to increase or decrease the Participant’s other compensation or benefits. Nothing in this
Section 4, however, is intended to adversely affect any independent contractual right of the Participant without the Participant’s consent thereto. 

5. Dividend and Voting Rights. 

(a) Limitations on Rights Associated with RSUs. The Participant shall have no rights as a shareholder of the
Company, no dividend rights (except as expressly provided in Section 5(b) with respect to Dividend Equivalent Rights) and no voting rights, with respect to the RSUs or any Shares underlying or issuable in respect of such RSUs until such Shares
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 book entry evidencing such Shares. 

(b) Dividend Equivalent Rights Distributions. As of any date that the Company pays an ordinary cash dividend on its
Shares, the Company shall credit the Participant with a dollar amount equal to (i) the per share cash dividend paid by the Company on its Shares on such date, multiplied by (ii) the total number of RSUs (with such total number adjusted
pursuant to Section 11 of the Plan) subject to the Award that are outstanding immediately prior to the record date for that dividend (a “Dividend Equivalent Right”). Any Dividend Equivalent Rights credited pursuant to the
foregoing provisions of this Section 5(b) shall be subject to the same vesting, payment and other terms, conditions and restrictions as the original RSUs to which they relate, including the obligation to satisfy the Tax-Related Items; provided, however, that the amount of any vested Dividend Equivalent Rights shall be paid in cash. No crediting of Dividend Equivalent Rights shall be made pursuant to this Section 5(b) with
respect to any RSUs which, immediately prior to the record date for that dividend, have either been paid pursuant to Section 7 or terminated pursuant to Section 8. 

6. Restrictions on Transfer. Except as provided in Section 4(c) of the Plan, the Award, the Dividend Equivalent
Rights and any interest therein or amount or Shares payable in respect thereof shall not be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily. 

  
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 7. Timing and Manner of Payment of RSUs. On or as soon as
administratively practical following each vesting event pursuant to Section 3 or Section 8 (and in all events not later than two and one-half (2 1⁄2) months after such vesting event), the Company shall deliver to the Participant a number of Shares equal to the number of RSUs subject to the Award that vest on the applicable Vesting Date, less Tax-Related Items, unless such RSUs terminate prior to the given Vesting Date pursuant to Section 8. The Company’s obligation to deliver Shares or otherwise make payment with respect to vested RSUs 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 RSUs 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 RSUs that are paid or that terminate pursuant to Section 8. 

8. Effect of Termination of Service. Except as expressly provided in Section 4 or this Section 8, the
Participant’s RSUs (as well as the related Dividend Equivalent Rights) shall terminate to the extent such RSUs have not become vested prior to the Participant’s Termination of Service, meaning 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 Participant’s Termination of Service, whether with or without cause, voluntarily or
involuntarily, or whether the Participant was employed or provided services for a portion of the vesting period prior to a Vesting Date and the Participant will have no right to the terminated RSUs, any underlying Shares or any cash equivalent.
Notwithstanding the foregoing, in the event the Participant’s Termination of Service is due to the Participant’s Disability at a time when RSUs remain unvested under the Award, (a) the Award shall vest with respect to the number of
RSUs determined by multiplying (i) the number of then-outstanding and unvested RSUs as well as the related Dividend Equivalent Rights subject to the Award that would have otherwise vested pursuant to Section 3 on the next Vesting Date
following the Severance Date but for such Termination of Service, by (ii) a fraction, the numerator of which shall be the number of days that have elapsed between the Vesting Date that immediately preceded the Severance Date (or, in the case of
a Termination of Service prior to the initial Vesting Date, the Vesting Commencement Date) and the Severance Date, and the denominator of which shall be the number of days between the Vesting Date that immediately preceded the Severance Date
(or, in the case of a Termination of Service prior to the initial Vesting Date, the Vesting Commencement Date) and the next Vesting Date following the Severance Date that would have occurred but for such Termination of Service; and (b) any
RSUs (as well as the related Dividend Equivalent Rights) that are not vested after giving effect to the foregoing clause (a) shall terminate on the Severance Date. Further, in the event the Participant’s Termination of Service is due to
the Participant’s death, any unvested RSUs shall be fully vested as of the Severance Date, and any Dividend Equivalent Rights credited to the Participant shall be paid. If any unvested RSUs are terminated hereunder, such RSUs (as well as the
related Dividend Equivalent Rights) shall automatically terminate and be cancelled as of the applicable Severance Date without payment of any consideration by the Company and without any other action by the Participant or the Participant’s
personal representative, as the case may be. 
 9. Recoupment. Notwithstanding any other provision herein, the
Award and any Shares or other amount or property that may be issued, delivered or paid in respect of the Award, as well as any consideration that may be received in respect of a sale or other disposition of any such Shares or property, shall be
subject to any recoupment, “clawback” or similar provisions of applicable law. In addition, the Company may require the Participant to deliver or otherwise repay to the Company the Award and any Shares or other amount or property that may
be issued, delivered or paid in respect of the Award, as well as any consideration that may be received in respect of a sale or other disposition of any such Shares or property, if the Company reasonably determines that one or more of the following
has occurred: 
 (a) during the period of the Participant’s employment or service with the Company or any of its
Subsidiaries (the “Employment Period”), the Participant has committed a felony (under the laws of the United States or any relevant state, or a similar crime or offense under the applicable laws of any relevant foreign
jurisdiction); 
 (b) during the Employment Period or at any time thereafter, the Participant has committed or engaged in a
breach of confidentiality, or an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information of the Company or any of its Subsidiaries; 

(c) during the Employment Period or at any time thereafter, the Participant has committed or engaged in an act of theft,
embezzlement or fraud, or materially breached any agreement to which the Participant is a party with the Company or any of its Subsidiaries. 

For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the
Participant’s behalf, to any brokerage firm or third party administrator holding the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer, or otherwise return such
Shares and other amounts to the Company. This Section 9 is not the Company’s exclusive remedy with respect to such matters. 

10. Adjustments Upon Specified Events. Upon the occurrence of certain events relating to the Company’s stock
contemplated by Section 11 of the Plan (including, without limitation, an extraordinary cash dividend on such stock), the Committee shall make adjustments in accordance with such section in the number of RSUs then outstanding and the number and
kind of securities that may be issued in respect of the Award. No such adjustment shall be made with respect to any ordinary cash dividend for which Dividend Equivalent Rights are credited pursuant to Section 5(b). 

  
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 11. Responsibility for Taxes. The Participant acknowledges that,
regardless of any action the Company or the Participant’s employer (“Employer”) take with respect to any Tax-Related Items, the ultimate liability for all
Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company
and the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of
the RSUs, the delivery of Shares, the subsequent sale of any Shares acquired at vesting, and the receipt of any dividends or Dividend Equivalent Rights; and (ii) do not commit to and are under no obligation to structure the terms of the grant
or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is or becomes subject to tax in more
than one jurisdiction, the Participant acknowledges that the Company or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one
jurisdiction. 
 Prior to the relevant taxable or tax withholding event, as applicable, the Participant shall pay or make arrangements
satisfactory to the Company or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or the Employer, or their respective agents, at their discretion and
pursuant to such procedures as they may specify from time to time, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: 

(a) withholding from any wages or other cash compensation payable to the Participant by the Company or the Employer; 

(b) withholding otherwise deliverable Shares and from otherwise payable Dividend Equivalent Rights to be issued or paid upon
vesting/settlement of the Award; 
 (c) arranging for the sale of Shares otherwise deliverable to the Participant (on the
Participant’s behalf and at the Participant’s direction pursuant to this authorization), including selling Shares as part of a block trade with other Participants in the Plan; 

(d) withholding from the proceeds of the sale of Shares acquired upon vesting/settlement of the Award; or 

(e) any other method of withholding determined by the Company to be permitted under the Plan and, to the extent required by
Applicable Law or under the Plan, approved by the Committee. 
 Notwithstanding the foregoing, if the Participant is an officer of the
Company who is subject to Section 16 of the Exchange Act, then the Company must satisfy any withholding obligations arising upon the occurrence of a taxable or tax withholding event, as applicable, by withholding Shares otherwise
deliverable or an amount otherwise payable upon settlement of Dividend Equivalent Rights pursuant to method (b), unless the Board or the Committee determines in its discretion to satisfy the obligation for
Tax-Related Items by one or a combination of methods (a), (b), (c), and (d) above. 
 The
Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other withholding rates, including maximum rates applicable in the Participant’s
jurisdiction(s). If the maximum rate is used, any over-withheld amount may be refunded to the Participant in cash by the Company or Employer (with no entitlement to the Share equivalent) or if not refunded, the Participant may seek a refund
from the local tax authorities. In the event of under-withholding, the Participant may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company or Employer. If
the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the
vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver to the Participant any Shares or the
proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items. 

12. Electronic Delivery and Acceptance. The Company may, in its sole discretion, deliver any documents related to
the Award by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive all applicable documentation by electronic delivery and to participate in the Plan
through an on-line or voice activated system established and maintained by the Company or a third party vendor designated by the Company. 

  
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 13. Data Privacy. By participating in the Plan, the Participant
acknowledges and consents to the collection, use, processing and transfer of personal data as described in this Section 13. The Company, its related entities, and the Employer hold certain personal information about the Participant, including
the Participant’s name, home address and telephone number, email address, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of
all RSUs or any other entitlement to Shares or equivalent benefits awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The
Company and its related entities may transfer Data amongst themselves as necessary for the purpose of implementation, administration, and management of the Participant’s participation in the Plan, and the Company and its related entities may
each further transfer Data to any third parties assisting the Company or any such related entity in the implementation, administration, and management of the Plan. The Participant acknowledges that the transferors and transferees of such Data may be
located anywhere in the world and hereby authorizes each of them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering, and managing the Participant’s participation
in the Plan, including any transfer of such Data as may be required for the administration of the Plan and the subsequent holding of Shares on the Participant’s behalf to a broker or to other third party with whom the Participant may elect to
deposit any Shares acquired under the Plan (whether pursuant to the Award or otherwise). 
 14. Notices. Any
notice to be given under the terms of this Award Agreement shall be in writing and addressed to the Company at its principal office to the attention of the Secretary, and to the Participant at the Participant’s last address reflected on the
Company’s records, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be given only when received, but if the Participant is no longer an employee of the Company, shall be deemed to
have been duly given by the Company when enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly
maintained by the United States Government. 
 15. Plan. The Award and all rights of the Participant under this
Award Agreement are subject to the terms and conditions of the provisions of the Plan, incorporated herein by reference. The Participant agrees to be bound by the terms of the Plan and this Award Agreement. The Participant acknowledges having read
and understood the Plan, the Prospectus for the Plan, and this Award Agreement. Unless otherwise expressly provided in other sections of this Award Agreement, provisions of the Plan that confer discretionary authority on the Board or the Committee
do not (and shall not be deemed to) create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Committee so conferred by appropriate action of the Board or the
Committee under the Plan after the date hereof. 
 16. Entire Agreement. This Award Agreement and the Plan
together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Award Agreement may be amended pursuant to
Section 15 of the Plan. Such amendment must be in writing and signed by the Company. The Company may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the
Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof. 

17. Limitation on the Participant’s Rights. Participation in the Plan confers no rights or
interests other than as herein provided. This Award Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and
of itself, has any assets. The Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to
receive the Shares as a general unsecured creditor with respect to RSUs, as and when payable hereunder. 
 18. Section
Headings. The section headings of this Award Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof. 

19. Governing Law. This Award Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of California and applicable U.S. federal laws without regard to conflict of law principles thereunder. 
 20.
Choice of Venue. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to the exclusive
jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, or the federal courts for the Northern District of California, and no other courts, where this grant is
made or to be performed. 
 21. Construction. It is intended that the terms of the Award will not result in the
imposition of any tax liability pursuant to Section 409A of the Code. This Award Agreement shall be construed and interpreted with that intent. 

22. Severability. The provisions of this Award Agreement are severable and if any one of more provisions are
determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 

23. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the
Participant’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any
additional agreements or undertakings that may be necessary to accomplish the foregoing. 

  
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