Apple 1996 Annual Report Download - page 70

(2) Administration with respect to Directors and Officers. With respect to grants and awards to Employees who are also Officers or Directors of
the Company, the Plan may be administered by (A) the Board, if the Board may administer the Plan in compliance with Rule 16b-
3 as it applies
to grants to Officers and Directors, or (B) a Committee designated by the Board to administer the Plan, which Committee shall be constituted
(I) in such a manner as to permit the Plan and grants and awards thereunder to comply with Rule 16b- 3 as it applies to grants to Officers and
Directors and (II) in such a manner as to satisfy the Applicable Laws.
(3) Administration with respect to Other Persons. With respect to grants and awards to Employees who are neither Directors nor Officers of the
Company, the Plan may be administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall be constituted
in such a manner as to satisfy the Applicable Laws.
(4) General. Once a Committee has been appointed pursuant to subsection (2) or (3) of this Section 4(a), such Committee shall continue to
serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and
appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies
(however caused) and remove all members of a Committee and thereafter directly administer the Plan, all to the extent permitted by the
Applicable Laws and, in the case of a Committee appointed under subsection (2) to the extent permitted by Rule 16b-3 as it applies to grants to
Officers and Directors.
(b) Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in its discretion: (i) to determine the Fair Market Value of the
Common Stock in accordance with Section 2(l) of the Plan; (ii) to determine, in accordance with Section 8(a) of the Plan, the exercise price per
Share of Options and SARs to be granted; (iii) to determine the Employees to whom, and the time or times at which, Options and SARs shall
be granted and the number of Shares to be represented by each Option or SAR (including without limitation whether or not a corporation shall
be excluded from the definition of Affiliated Company under Section 2(b)); (iv) to interpret the Plan; (v) to determine the terms and conditions,
not inconsistent with the terms of the Plan, of any Option or SAR granted hereunder (including, but not limited to, any restriction or limitation,
or any vesting acceleration or waiver of forfeiture restrictions regarding any Option or SAR and/or the Shares relating thereto, based in each
case on such factors as the Administrator shall determine, in its sole discretion); (vi) to approve forms of agreement for use under the Plan; (vii)
to prescribe, amend and rescind rules and regulations relating to the Plan; (viii) to modify or amend each Option or SAR (with the consent of
the Optionee) or accelerate the exercise date of any Option or SAR; (ix) to reduce the exercise price of any Option or SAR to the then current
Fair Market Value if the Fair Market Value of the Common Stock covered by such Option or SAR shall have declined since the date the Option
or SAR was granted; (x) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an
Option or SAR previously granted by the Administrator; and
(xi) to make all other determinations deemed necessary or advisable for the administration of the Plan.
(c) Effect of Decisions by the Administrator. All decisions, determinations and interpretations of the Administrator shall be final and binding
on all Optionees and any other holders of any Options.
5. Eligibility. Options and SARs may be granted only to Employees. An Employee who has been granted an Option or SAR may, if he or she is
otherwise eligible, be granted an additional Option or Options, SAR or SARs. Each Option shall be evidenced by a written Option agreement,
which shall expressly identify the Options as Incentive Stock Options or as Nonstatutory Stock Options, and which shall be in such form and
contain such provisions as the Administrator shall from time to time deem appropriate. However, notwithstanding such designation, to the
extent that the aggregate Fair Market Value of the Shares with respect to which Options designated as Incentive Stock Options and options
granted under other plans of the Company or any Parent or Subsidiary that are designated as incentive stock options are exercisable for the first
time by an Optionee during any calendar year exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For
purposes of the preceding sentence, (i) Options shall be taken into account in the order in which they were granted, and (ii) the Fair Market
Value of the Shares shall be determined as of the time the Option or other incentive stock option with respect to such Shares is granted.
Without limiting the foregoing, the Administrator may, at any time, or from time to time, authorize the Company, with the consent of the
respective recipients, to issue new Options or Options in exchange for the surrender and cancellation of any or all outstanding Options, other
options, SARs or other stock appreciation rights.
Neither the Plan nor any Option or SAR agreement shall confer upon any Optionee any right with respect to continuation of employment by the
Company (or any Parent, Subsidiary or Affiliated Company), nor shall it interfere in any way with the Optionee's right or the right of the
Company (or any Parent, Subsidiary or Affiliated Company) to terminate the Optionee's employment at any time or for any reason.
6. Term of Plan. The Plan shall become effective upon its adoption by the Board or its approval by vote of the holders of a majority of the
outstanding Shares of the Company entitled to vote on the adoption of the Plan, whichever is earlier. It shall continue in effect for a term of ten
(10) years unless sooner terminated under Section 14 of the Plan.
7. Term of Option. The term of each Option shall be ten
(10) years from the date of grant thereof or such shorter term as may be provided in the Option agreement. However, in the case of an Incentive
Stock Option granted to an Optionee who, at the time the Incentive
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