Apple 1996 Annual Report Download - page 68

EXHIBIT 10.A.5
APPLE COMPUTER, INC.
1990 STOCK OPTION PLAN
(as amended through 9/9/96)
1. Purposes of the Plan. The purposes of this 1990 Stock Option Plan are to attract and retain high quality personnel for positions of substantial
responsibility, to provide additional incentive to Employees of the Company, its Subsidiaries and its Affiliated Companies and to promote the
success of the Company's business. This Plan succeeds to and replaces the Company's 1981 Stock Option Plan. Options granted under the Plan
may be incentive stock options (as defined under Section 422 of the Code) or non-statutory stock options, as determined by the Administrator
at the time of grant of an option and subject to the applicable provisions of
Section 422 of the Code, and the regulations promulgated thereunder. Stock appreciation rights ("SARs") may be granted under the Plan in
connection with Options or independently of Options.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Administrator" means the Board or any of its Committees, as shall be administering the Plan from time to time pursuant to Section 4 of the
Plan.
(b) "Affiliated Company" means a corporation which is not a Subsidiary but with respect to which the Company owns, directly or indirectly
through one or more Subsidiaries, at least 20% of the total voting power, unless the Administrator determines in its discretion that such
corporation is not an Affiliated Company.
(c) "Board" means the Board of Directors of the Company.
(d) "Common Stock" means the Common Stock, no par value, of the Company.
(e) "Company" means Apple Computer, Inc., a California corporation, or its successor.
(f) "Committee" means a Committee, if any, appointed by the Board in accordance with paragraph (a) of Section 4 of the Plan.
(g) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.
(h) "Continuous Status as an Employee" means the absence of any interruption or termination of the employment relationship with the
Company or any Subsidiary or Affiliated Company. Continuous Status as an Employee shall not be considered interrupted in the case of: (i)
medical leave, provided that such leave is for a period of not more than four months; (ii) military leave; (iii) family leave, provided that such
leave is for a period of not more than four months; (iv) any other leave of absence approved by the Administrator, provided that such leave is
for a period of not more than four months, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless
provided otherwise pursuant to formal policy adopted from time to time by the Company and issued and promulgated to Employees in writing;
or (v) in the case of transfers between locations of the Company or between the Company, its Subsidiaries,its successor or its Affiliated
Companies.
(i) "Director" means a member of the Board.
(j) "Employee" means any person, including Officers and Directors, employed by and on the payroll of the Company, any Subsidiary or any
Affiliated Company. The payment of Directors' fees by the Company shall not be sufficient to constitute "employment" by the Company.
(k) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(l) "Fair Market Value" means the value of Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock exchange or a national market system (including without limitation the National
Market System of the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") System), its Fair Market Value shall
be the closing sales price for such stock or the closing bid if no sales were reported, as quoted on such system or exchange (or the exchange
with the greatest volume of trading in Common Stock) for the last market trading day prior to the time of determination, as reported in the Wall
Street Journal or such other source as the Administrator deems reliable.
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