Apple 1996 Annual Report Download - page 78

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(b) The option price per share of such shares shall be the lower of: (i) 85% of the fair market value of a share of the Common Stock of the
Company at the commencement of the six-month offering period; or (ii) 85% of the fair market value of a share of the Common Stock of the
Company at the time the option is exercised at the termination of the six-month offering period. The fair market value of the Company's
Common Stock on a given date shall be the mean of the reported bid and asked prices for that date, or if the Common Stock is listed on an
exchange or quoted on the Nasdaq National Market, the closing sale price on such exchange or quotation system for that date.
8. Exercise of Option. Unless a participant withdraws from the Plan as provided in Section 10, his or her option for the purchase of shares will
be exercised automatically at the end of the offering period, and the maximum number of full shares subject to option will be purchased for him
or her at the applicable option price with the accumulated payroll deductions in his or her account. During his or her lifetime, a participant's
option to purchase shares hereunder is exercisable only by him or her.
9. Delivery; Roll-Over of Fractional Share Interests.
As promptly as practicable after the termination of each offering, the Company shall arrange for the delivery to each participant, as appropriate,
of a certificate representing the number of full shares purchased upon exercise of his or her option. No fractional shares shall be issued. Any
cash remaining to the credit of a participant's account under the Plan after a purchase by him or her of shares at the termination of each offering
period which is insufficient to purchase a full share of Common Stock of the Company subject to option shall remain in such participant's
account and shall be applied to the next succeeding offering period unless the participant has withdrawn as to future offering periods, in which
case such cash shall be returned to said participant. Any cash attributable to shares in excess of the number of shares subject to option to the
participant (as determined in accordance with Section 7(a) hereof) shall be returned to the participant.
10. Withdrawal; Termination of Employment.
(a) A participant may withdraw all but not less than all the payroll deductions credited to his or her account under the Plan at any time prior to
the end of the offering period by giving written notice to the Company. All of the participant's payroll deductions credited to his or her account
will be paid to him or her promptly after receipt of his or her notice of withdrawal and his or her option for the current period will be
automatically terminated, and no further payroll deductions for the purchase of shares will be made during the offering period.
(b) Upon termination of the participant's employment prior to the end of the offering period for any reason, including retirement or death, the
payroll deductions credited to his or her account will be returned to him or her or, in the case of his or her death, to the person or persons
entitled thereto under Section 14, and his or her option will be automatically terminated.
(c) In the event an Employee fails to remain in the continuous employ of the Company or one of its Designated Subsidiaries for at least twenty
(20) hours per week during the offering period in which the employee is a participant, he or she will be deemed to have elected to withdraw
from the Plan and the payroll deductions credited to his or her account will be returned to him or her and his or her option terminated.
(d) Except as provided in Section 3(a) with respect to Section 16 Persons, a participant's withdrawal from an offering will not have any effect
upon his or her eligibility to participate in a succeeding offering or in any similar plan which may hereafter be adopted by the Company.
However, a new subscription agreement will have to be filed in such case.
11. No Interest. No interest shall accrue on the payroll deductions of a participant in the Plan.
12. Stock.
(a) The maximum number of shares of the Company's Common Stock which shall be made available for sale under the Plan shall be eleven
million five hundred thousand (11,500,000) shares, subject to adjustment upon changes in capitalization of the Company as provided in Section
18. The shares to be sold to participants under the Plan may, at the election of the Company, be either treasury shares or shares authorized but
unissued. If at the termination of any offering period the total number of shares which would otherwise be subject to options granted pursuant
to Section 7(a) hereof exceeds the number of shares then available under the Plan (after deduction of all share for which options have been
exercised or are then outstanding), the Company shall promptly notify the participants, and shall, in its sole discretion
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