Apple 1996 Annual Report Download - page 72

(c) Form of Payment. The Company's obligation arising upon the exercise of an SAR may be paid in Common Stock or in cash, or in any
combination of Common Stock and cash, as the Administrator, in its sole discretion, may determine. Shares issued upon the exercise of an
SAR shall be valued at their Fair Market Value as of the date of exercise.
(d) Rule 16b-3. SARs granted to persons who are subject to Section 16 of the Exchange Act ("Insiders") shall contain such additional
restrictions as may be required to be contained in the plan or SAR agreement in order for the SAR to qualify for the maximum exemption
provided by Rule 16b-3.
10. Method of Exercise.
(a) Procedure for Exercise; Rights as a Shareholder. Any Option or SAR granted hereunder shall be exercisable at such times and under such
conditions as determined by the Administrator and as shall be permissible under the terms of the Plan.
An Option or SAR shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the
terms of the Option or SAR by the person entitled to exercise the Option or SAR and full payment for the Shares with respect to which the
Option is exercised has been received by the Company. Full payment may, as authorized by the Administrator (and, in the case of an Incentive
Stock Option, determined at the time of grant) and permitted by the Option agreement, consist of any consideration and method of payment
allowable under Section 8(b) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made
for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 12 of the
Plan. An Option or SAR may not be exercised with respect to a fraction of a Share.
Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter shall be available, both for purposes of
the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. Exercise of an SAR in any manner shall, to
the extent the SAR is exercised, result in a decrease in the number of Shares which thereafter shall be available for purposes of the Plan, and
the SAR shall cease to be exercisable to the extent it has been exercised.
(b) Rule 16b-3. Options and SARs granted to Insiders must comply with Rule 16b-3 and shall contain such additional conditions or restrictions
as may be required thereunder to be contained in the Plan or the agreement to qualify for the maximum exemption from
Section 16 of the Exchange Act with respect to Plan transactions.
(c) Termination of Continuous Employment. Upon termination of an Optionee's Continuous Status as Employee (other than termination by
reason of the Optionee's death), the Optionee may, but only within ninety (90) days after the date of such termination, exercise his or her
Option or SAR to the extent that it was exercisable at the date of such termination. Notwithstanding the foregoing, however, an Option or SAR
may not be exercised after the date the Option or SAR would otherwise expire by its terms due to the passage of time from the date of grant.
(d) Death of Optionee. In the event of the death of an Optionee:
(1) Who is at the time of death an Employee and who shall have been in Continuous Status as an Employee since the date of grant of the
Option, the Option or SAR may be exercised at any time within six (6) months (or such other period of time not exceeding twelve (12) months
as determined by the Administrator) following the date of death by the Optionee's estate or by a person who acquired the right to exercise the
Option by bequest or inheritance, but only to the extent of the right to exercise that would have accrued had the Optionee continued living and
terminated his or her employment six (6) months (or such other period of time not exceeding twelve
(12) months as determined by the Administrator) after the date of death; or
(2) Within ninety (90) days after the termination of Continuous Status as an Employee, the Option or SAR may be exercised, at any time within
six (6) months (or such other period of time not exceeding twelve (12) months as determined by the Administrator) following the date of death
by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the
right to exercise that had accrued at the date of termination.
Notwithstanding the foregoing, however, an Option or SAR may not be exercised after the date the Option or SAR would otherwise expire by
its terms due to the passage of time from the date of grant.
(e) Stock Withholding to Satisfy Withholding Tax Obligations. When an Optionee incurs tax liability in connection with the exercise of an
Option or SAR, which tax liability is subject to tax withholding under applicable tax laws, and the Optionee is obligated to pay the Company
an amount required to be withheld under applicable tax laws, the Optionee may satisfy the withholding tax obligation (including, at the election
of the Optionee, any additional amount which the Optionee desires to have withheld in order to satisfy in whole or in part the Optionee's full
estimated tax in connection with the exercise) by electing to have the Company withhold from the Shares to be issued
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