Apple 1996 Annual Report Download - page 82

(b) Termination Other than for Cause. During the three (3) year period following the Effective Date only, if your employment is terminated by
the Company for reasons other than for Cause, the Company shall pay you the full amount of the accrued but unpaid base salary you have
earned through the date of your termination, plus a cash payment (calculated on the basis of your base salary then in effect) for all unused
accrued vacation. In addition, the Company shall pay you a lump sum amount and benefits as follows:
Additional Benefits
Continued Company-paid medical and dental insurance benefits for a maximum of 12 months after employment termination date.
Outplacement assistance by a vendor of the Company's choosing and/or administrative assistance, the costs of which shall not exceed $15,000.
The computer and printer in your office.
There shall be no other payments or benefits on termination.
5. Definitions. For purposes of this Agreement, the following capitalized words shall have the meanings set forth below:
"Cause" shall mean a termination of your employment which is a result of (i) your felony conviction, (ii) your willful disclosure of material
trade secrets or other material confidential information related to the business of the Company and its subsidiaries or (iii) your willful and
continued failure substantially to perform your duties with the Company (other than any such failure resulting from your incapacity due to
physical or mental illness or any such actual or anticipated failure resulting from a resignation by you) after a written demand for substantial
performance is delivered to you by the Company's Chief Administrative Officer, which demand specifically identifies the manner in which the
Company believes that you have not substantially performed your duties, and which performance is not substantially corrected by you within
10 days of receipt of such demand. For purposes of the previous sentence, no act or failure to act on your part shall be deemed "willful" unless
done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the
Company.
6. Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall
be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid,
addressed to the Apple Computer, Inc., 1 Infinite Loop, MS 75- 8A, Cupertino, California 95014, Attn.: George Scalise, Chief Administrative
Officer, with a copy to the General Counsel of the Company, or to you at the address set forth on the first page of this Agreement or to such
other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be
effective only upon receipt.
7. Miscellaneous.
(a) Amendments, Waivers, Retention Agreement, Etc. No provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing. No waiver by either party hereto at any time of any breach by the other party hereto
of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement
and this Agreement shall supersede all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or
written, with respect to the subject matter hereof; provided, however, that the Retention Agreement between you and the Company shall
supersede this Agreement in its entirety upon the Change in Control Date as specified in the Retention Agreement.
(b) Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
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Lump Sum Payout
Termination Date Amount
During 3-year period 100% of annual base salary
following Effective Date ($440,000)