Apple 1996 Annual Report Download - page 69

(ii) If the Common Stock is regularly quoted on the NASDAQ System (but not on the National Market System) or quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high and low asked prices for the
Common Stock for the last day on which there are quoted prices prior to the time of determination.
(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the
Administrator.
(m) "Officer" means an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
(n) "Nonstatutory Stock Option" means an Option that is not an Incentive Stock Option.
(o) "Incentive Stock Option" means an Option that satisfies the provisions of Section 422 of the Code and is expressly designated by the
Administrator at the time of grant as an incentive stock option.
(p) "Option" means an Option granted pursuant to the Plan.
(q) "Optioned Stock" means the Common Stock subject to an Option or SAR.
(r) "Optionee" means an Employee who receives an Option or SAR.
(s) "Parent" corporation shall have the meaning defined in
Section 424(e) of the Code.
(t) "Plan" means this 1990 Stock Option Plan.
(u) "SAR" means a stock appreciation right granted pursuant to Section 9 below.
(v) "Share" means a share of the Common Stock, as adjusted in accordance with Section 12 of the Plan.
(w) "Subsidiary" corporation has the meaning defined in
Section 424(f) of the Code.
In addition, the terms "Rule 16b-3" and "Applicable Laws", the term "Insiders", the term "Tax Date" and the terms "Change in Control" and
"Change in Control Price", shall have the meanings set forth, respectively, in Sections 4, 9, 10 and 12 below.
3. Stock Subject to the Plan. Subject to the provisions of
Section 12 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan or for which SARs may be
granted and exercised is 51,200,000 Shares (including Shares issued under the 1981 Stock Option Plan, to which this Plan is a successor). The
Shares may be authorized but unissued or reacquired Common Stock.
In the discretion of the Administrator, any or all of the Shares authorized under the Plan may be subject to SARs issued pursuant to the Plan.
If an Option or SAR issued under this Plan or under the Company's 1981 Stock Option Plan should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased Shares which were subject thereto shall, unless this Plan shall have been
terminated, become available for other Options or SARs under this Plan. However, should the Company reacquire Shares which were issued
pursuant to the exercise of an Option or SAR, such Shares shall not become available for future grant under the Plan.
4. Administration of the Plan.
(a) Composition of Administrator.
(1) Multiple Administrative Bodies. If permitted by Rule 16b-3 promulgated under the Exchange Act or any successor rule thereto, as in effect
at the time that discretion is being exercised with respect to the Plan ("Rule 16b-
3"), and by the legal requirements relating to the administration
of stock plans such as the Plan, if any, of applicable securities laws, California corporate law and the Code (collectively, "Applicable Laws"),
the Plan may (but need not) be administered by different administrative bodies with respect to (A) Directors who are not Employees, (B)
Directors who are Employees, (C) Officers who are not Directors and (D) Employees who are neither Directors nor Officers.
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