Apple 1996 Annual Report Download - page 80

effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration". Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of
stock of any class, or securities convertible into or exercisable for shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common Stock subject to an Option.
The Board may, if it so determines in the exercise of its sole discretion, also make provision for adjusting the Reserves, as well as the price per
share of Common Stock covered by each outstanding option under the Plan, in the event that the Company effects one or more reorganizations,
recapitalizations, rights offerings or other increases or reductions of shares of its outstanding Common Stock, and in the event of the Company
being consolidated with or merged into any other corporation.
19. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration,
suspension or discontinuation shall be made which would impair the rights of any participant under any option theretofore granted without his
or her consent.
(b) Shareholder Approval. The Company shall obtain shareholder approval of any Plan amendment to the extent necessary and desirable to
comply with Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, or with Section 423 of the Internal Revenue
Code of 1986, as amended (or any successor statute or rule or other applicable law, rule or regulation), such shareholder approval to be
obtained in such a manner and to such a degree as is required by the applicable law, rule or regulation.
(c) Effect of Amendment or Termination. Any such amendment or termination of the Plan shall not affect options already granted hereunder
and such options shall remain in full force and effect as if this Plan had not been amended or terminated.
20. Notices. All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have
been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the
receipt thereof. All notices or other communications to a participant by the Company shall be deemed to have been duly given when sent by the
Company by regular mail to the address of the participant on the human resources records of the Company or when posted on AppleLink or
any substitute general electronic messaging and bulletin board system utilized by the Company.
21. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an option unless the exercise of such option and the issuance
and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange or automated 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, the Company may require the person exercising such option 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 applicable provisions of law.
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