Apple 1996 Annual Report Download - page 79

(i) make a pro rata allocation of the shares remaining available for option grant in as uniform a manner as shall be practicable and as it shall
determine to be equitable, (ii) terminate the offering period without issuance of any shares or (iii) obtain shareholder approval of an increase in
the number of shares authorized under the Plan such that all options could be exercised in full. The Company may delay determining which of
(i),
(ii) or (iii) above it shall decide to effect, and may accordingly delay issuances of any shares under the Plan, for such time as is necessary to
attempt to obtain shareholder approval of any increase in shares authorized under the Plan. The Company shall promptly notify participants of
its determination to effect (i), (ii) or (iii) above upon making such decision. 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 such notification from the Company. In the event the Company
determines to effect (i) or (ii) above, it shall promptly upon such determination return to each participant all payroll deductions not applied
towards the purchase of shares.
(b) The participant will have no interest or voting right in shares covered by his or her option until such option has been exercised.
(c) Shares to be delivered to a participant under the Plan will be registered in the name of the participant or in the name of the participant and
the spouse of the participant.
13. Administration. The Plan shall be administered by a committee of members of the Board of Directors, which committee shall be appointed
by the Board. The administration, interpretation or application of the Plan by such committee shall be final, conclusive and binding upon all
participants. Members of the committee shall not be permitted to participate in the Plan.
14. Designation of Beneficiary.
(a) A participant may indicate in his or her subscription agreement, or may file a written designation of beneficiary with respect to, a person
who is to receive any shares and cash, if any, from the participant's account under the Plan in the event of such participant's death subsequent to
the end of the offering period but prior to delivery to him or her of such shares and cash. In addition, a participant may file a written
designation of a beneficiary who is to receive any cash from the participant's account under the Plan in the event of such participant's death
prior to the end of the offering period.
(b) Such designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death of a participant
and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one
or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as
the Company may designate.
15. Transferability. Neither payroll deductions credited to a participant's account nor any rights with regard to the exercise of an option or to
receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent
and distribution or as provided in Section 14 hereof) by the participant. Any such attempt at assignment, transfer, pledge or other disposition
shall be without effect, except that the Company may treat such act as an election to withdraw funds in accordance with Section 10.
16. Use of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such payroll deductions.
17. Reports. Individual accounts will be maintained for each participant in the Plan. Statements of account will be given to participating
Employees semi-annually within a reasonable period of time following the stock purchase date, which statements will set forth the amounts of
payroll deductions, the per share purchase price, the number of shares purchased, the amount of cash rolled over into the next offering period
and the remaining cash balance, if any.
18. Adjustments Upon Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of shares of
Common Stock covered by each option under the Plan which has not yet been exercised and the number of shares of Common Stock which
have been authorized for issuance under the Plan but have not yet been placed under option (collectively, the "Reserves"), as well as the price
per share of Common Stock covered by each option under the Plan which has not yet been exercised, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting from a stock split or the payment of a stock dividend (but only
on the Common Stock) or any other increase or decrease in the number of shares of Common Stock
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