Apple 1996 Annual Report Download - page 71

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Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or
any Parent or Subsidiary, the term of the Option shall be five (5) years from the date of grant thereof or such shorter time as may be provided in
the Option agreement.
8. Exercise Price and Consideration.
(a) Exercise Price. The per Share exercise price for the Shares issuable pursuant to an Option shall be such price as is determined by the
Administrator, but shall in no event be less than 100% of the Fair Market Value of Common Stock, determined as of the date of grant of the
Option. In the event that the Administrator shall reduce the exercise price, the exercise price shall be no less than 100% of the Fair Market
Value as of the date of that reduction. In no event shall the per Share exercise price be less than 110% of the Fair Market Value per Share as of
the date of grant in the case of an Incentive Stock Option granted to an Optionee who, immediately before the grant of such Option, owns
Shares representing more than 10% of the voting power or value of all classes of stock of the Company or any Parent or Subsidiary.
(b) Method of Payment. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment,
shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may
consist of (i) cash, (ii) check, (iii) promissory note, (iv) other Shares which have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Option shall be exercised, (v) delivery of a properly executed exercise notice together
with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds required to pay the exercise
price, or
(vi) any combination of the foregoing methods of payment and/or any other consideration or method of payment as shall be permitted under
applicable corporate law.
9. Stock Appreciation Rights.
(a) Granted in Connection with Options. At the sole discretion of the Administrator, SARs may be granted in connection with all or any part of
an Option, either concurrently with the grant of the Option or at any time thereafter during the term of the Option. The following provisions
apply to SARs that are granted in connection with Options:
(i) The SAR shall entitle the Optionee to exercise the SAR by surrendering to the Company unexercised a portion of the related Option. The
Optionee shall receive in exchange from the Company an amount equal to the excess of (x) the Fair Market Value on the date of exercise of the
SAR of the Common Stock covered by the surrendered portion of the related Option over (y) the exercise price of the Common Stock covered
by the surrendered portion of the related Option. Notwithstanding the foregoing, the Administrator may place limits on the amount that may be
paid upon exercise of an SAR; provided, however, that such limit shall not restrict the exercisability of the related Option.
(ii) When an SAR is exercised, the related Option, to the extent surrendered, shall no longer be exercisable.
(iii) An SAR shall be exercisable only when and to the extent that the related Option is exercisable and shall expire no later than the date on
which the related Option expires.
(iv) An SAR may only be exercised at a time when the Fair Market Value of the Common Stock covered by the related Option exceeds the
exercise price of the Common Stock covered by the related Option.
(b) Independent SARs. At the sole discretion of the Administrator, SARs may be granted without related Options. The following provisions
apply to SARs that are not granted in connection with Options:
(i) The SAR shall entitle the Optionee, by exercising the SAR, to receive from the Company an amount equal to the excess of (x) the Fair
Market Value of the Common Stock covered by exercised portion of the SAR, as of the date of such exercise, over (y) the Fair Market Value of
the Common Stock covered by the exercised portion of the SAR, as of the date on which the SAR was granted; provided, however, that the
Administrator may place limits on the amount that may be paid upon exercise of an SAR.
(ii) SARs shall be exercisable, in whole or in part, at such times as the Administrator shall specify in the Optionee's SAR agreement.
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