Apple Inc. Non-Employee Director Stock Plan
The Apple Inc. Non-Employee Director Stock Plan (the “Director Plan”) is a shareholder-approved plan that (i) permits the
Company to grant awards of RSUs or stock options to the Company’s non-employee directors, (ii) provides for automatic initial
grants of RSUs upon a non-employee director joining the Board of Directors and automatic annual grants of RSUs at each
annual meeting of shareholders, and (iii) permits the Board of Directors to prospectively change the value and relative mixture of
stock options and RSUs for the initial and annual award grants and the methodology for determining the number of shares of the
Company’s common stock subject to these grants, in each case within the limits set forth in the Director Plan and without further
shareholder approval. RSUs granted under the Director Plan reduce the number of shares available for grant under the plan by a
factor of two times the number of RSUs granted. The Director Plan expires on November 12, 2027. All RSUs granted under the
Director Plan are entitled to DERs, which are subject to the same vesting and other terms and conditions as the underlying
RSUs. A maximum of approximately 45 million shares (split-adjusted) were authorized for issuance pursuant to Director Plan
awards at the time the plan was last amended on November 9, 2021.
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