Apple 1996 Annual Report Download - page 74

Common Stock of the successor corporation or its parent equal in Fair Market Value to the per share consideration received by holders of
Common Stock in the sale of assets or merger.
(d) Change in Control. In the event of a "Change in Control" of the Company, as defined in paragraph (e) below, unless otherwise determined
by the Administrator prior to the occurrence of such Change in Control, the following acceleration and valuation provisions shall apply:
(1) Any Options and SARs outstanding as of the date such Change in Control is determined to have occurred that are not yet exercisable and
vested on such date shall become fully exercisable and vested; and
(2) The value of all outstanding Options and SARs shall, unless otherwise determined by the Administrator at or after grant, be cashed-
out. The
amount at which such Options and SARs shall be cashed out shall be equal to the excess of (x) the Change in Control Price (as defined below)
over (y) the exercise price of the Common Stock covered by the Option or SAR. The cash-out proceeds shall be paid to the Optionee or, in the
event of death of an Optionee prior to payment, to the estate of the Optionee or to a person who acquired the right to exercise the Option or
SAR by bequest or inheritance.
(e) Definition of "Change in Control". For purposes of this Section 12, a "Change in Control" means the happening of any of the following:
( i ) When any "person", as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, a Subsidiary or a
Company employee benefit plan, including any trustee of such plan acting as trustee) is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined
voting power of the Company's then outstanding securities; or
(ii) The occurrence of a transaction requiring shareholder approval, and involving the sale of all or substantially all of the assets of the
Company or the merger of the Company with or into another corporation.
(f) Change in Control Price. For purposes of this
Section 12, "Change in Control Price" shall be, as determined by the Administrator, (i) the highest Fair Market Value at any time within the 60-
day period immediately preceding the date of determination of the Change in Control Price by the Administrator (the "60-Day Period"), or (ii)
the highest price paid or offered, as determined by the Administrator, in any bona fide transaction or bona fide offer related to the Change in
Control of the Company, at any time within the 60-Day Period.
13. Time of Granting Options and SARs. The date of grant of an Option or SAR shall, for all purposes, be the date on which the Administrator
makes the determination granting such Option or SAR. Notice of the determination shall be given to each Employee to whom an Option or
SAR is so granted within a reasonable time after the date of such grant.
14. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan, as it may deem advisable; provided
that, to the extent necessary and desirable to comply with Applicable Laws, regulatons or rules, the Company shall obtain shareholder approval
of any Plan amendment in such a manner and to such a degree as is required.
(b) Effect of Amendment or Termination. Any such amendment, alteration, suspension or termination of the Plan shall not impair the rights of
any Optionee or SAR holder under any grant theretofore made without his or her consent. Such Options and SARs shall remain in full force
and effect as if this Plan had not been amended or terminated.
15. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an Option or SAR unless the exercise of such Option or
SAR and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange or quotation system upon which the Shares may then be listed or quoted, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
As a condition to the exercise of an Option or SAR or the issuance of Shares upon exercise of an Option or SAR, the Company may require the
person exercising such Option or SAR to represent and warrant at the time of any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned relevant provisions of law.
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