Exhibit 10.A.54-1


 


APPLE
COMPUTER, INC.


RESTRICTED
STOCK UNIT AWARD AGREEMENT


 


 


This Agreement is made [DATE] (the “Date of
Grant”), by and between Apple Computer, Inc. (“Apple”) and [NAME] (the “Grantee”).


 


Grantee and Apple agree as follows:


 


1.                                       Grant of
Restricted Stock Units.  Apple
hereby grants to Grantee as of the Date of Grant, an award of                              
restricted stock units (the “Units”) pursuant to the terms and conditions
contained herein and the terms and conditions of the 2003 Employee Stock Option
Plan (“2003 Plan”).


 


2.                                       Vesting of
the Units.


 


(a)                                  Release Date.                    %
of the Units shall vest on [DATE] and                        %
of the Units shall vest on [DATE] (the “Release Dates”) provided that Grantee
has remained continuously employed by Apple, or any parent or subsidiary of
Apple, until each such Release Date.


 


(b)                                 Termination
of Employment. 
In the event that Grantee’s employment with Apple, or any parent or
subsidiary of Apple, terminates prior to a Release Date for any reason,
including termination voluntarily by Grantee or by Apple with or without cause,
any unvested Units shall be immediately forfeited.


 


3.                                       Restriction
on Transfer. 
Grantee shall not sell, transfer, pledge, hypothecate or otherwise dispose
of any Units or the consideration to be received upon payout of vested Units
prior to the applicable payout date.


 


4.                                       Payout of
Units.


 


(a)                                  Status as a
Creditor.  Unless and until Units have
vested in accordance with the schedule set forth in Section 2 above,
Grantee shall have no right to a payout with respect to any Units.  Prior to payout of any vested Units, the
vested Units will represent an unsecured obligation of Apple, payable (if at
all) only from the general assets of Apple. 
Grantee is an unsecured creditor of Apple, and payouts are subject to
the claims of Apple’s creditors.


 


(b)                                 Form and Timing
of Payout.  Vested Units shall be paid
out in the form of shares of Apple
common stock (“Shares”) as soon as practicable following each Release
Date.


 





















 


5.                                       Tax
Consequences.  Grantee understands
that [he or she] (and not Apple) shall be responsible for [his or her] own tax
liability that may arise as a result of the transactions contemplated by this
Agreement.  Grantee understands that [he
or she] will recognize ordinary income in an amount equal to the fair market
value of the Shares received as of each payout date for such Shares, and
Grantee is obligated to pay applicable income tax withholding on the amount of
ordinary income recognized upon receipt of such Shares.  Grantee shall pay such income tax withholding
amounts to Apple within 24 hours of the payout date for such Shares. In
addition, Grantee understands that Apple
will be required to withhold applicable employment taxes on each Release Date from
compensation due Grantee. To the extent that the compensation due Grantee is
insufficient to cover the applicable employment taxes on each Release Date,
Grantee agrees to pay to Apple within 24 hours of such Release Date, the amount
due for employment taxes.


 


[Note: For grants permitting net share
settlement: Grantee may satisfy such tax withholding obligations, in whole or
in part by: (a) paying cash, or (b) electing to have Apple withhold
otherwise deliverable Shares having a fair market value equal to the minimum
amount required to be withheld.  Unless
Grantee notifies Apple otherwise within a reasonable time prior to the
applicable payout date, Grantee will be deemed to have elected to satisfy the
withholding obligations through Apple retaining otherwise deliverable Shares as
provided in clause (b).]


 


6.                                       General
Provisions.


 


(a)                                  This Agreement and
the 2003 Employee Stock Option Plan represent the entire agreement and
understanding between the parties as to the subject matter hereof and supersede
all prior or contemporaneous agreements, whether written or oral.  In the event of a conflict between this
Agreement and the 2003 Plan, the provisions of the 2003 Plan will govern.  The Administrator has the power to interpret
the 2003 Plan and this Agreement.  All
interpretations and determinations made by the Administrator will be binding
upon Grantee, Apple, and all other interested parties.


 


(b)                                 This Agreement shall
be governed by the laws of the State of California without reference to its
conflicts of law principles.


 


(c)                                  No waiver, alteration
or modification of any of the provisions of this Agreement shall be binding,
unless in writing and signed by duly authorized representatives of the parties
hereto. This Agreement shall be binding on, and shall inure to the benefit of,
the parties and their respective successors and assigns.


 


(d)                                 This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.


 





















 


IN WITNESS WHEREOF, the parties have duly
executed this Agreement effective as of the date set forth above.


 


 


	
  APPLE COMPUTER, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Its: 

  	
   

  	
   

  	
  [Grantee’s Name]