Apple 1997 Annual Report Download - page 110

EXHIBIT 10.A.8
INDEMNIFICATION AGREEMENT
This Indemnification Agreement ("Agreement") is made as of this ____ day of ____, 1997 by and between Apple Computer, Inc., a California
corporation (the "Company"), and _________ ("Indemnitee").
WHEREAS, the Company and Indemnitee recognize the difficulty in obtaining directors' and officers' liability insurance that fully and
adequately covers directors and officers for their acts and omissions on behalf of the Company and its subsidiaries;
WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting officers and
directors to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited;
WHEREAS, Indemnitee does not regard the current protection available as adequate under the present circumstances, and Indemnitee and other
officers and directors of the Company may not be willing to continue to serve as officers and directors without additional protection; and
WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and
directors of the Company and to indemnify its officers and directors so as to provide them with the maximum protection permitted by law.
NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:
1. INDEMNIFICATION.
(a) THIRD PARTY PROCEEDINGS. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a
party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an
action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company
or a Subsidiary (as hereinafter defined), by reason of any action or inaction on the part of Indemnitee while a director, officer, employee or
agent or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, against expenses (including reasonable attorneys' fees), judgments,
fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably
withheld) actually and reasonably incurred by Indemnitee in connection with such action or proceeding unless the Company shall establish, in
accordance with the procedures described in subsection 2(c) of this Agreement, that Indemnitee did not act in good faith and in a manner
Indemnitee reasonably believed to be in the best interests of the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe Indemnitee's conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement,
conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption (i) that Indemnitee did not act
in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company, or
(ii) with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful.
(b) PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify Indemnitee if Indemnitee was or is a party
or is threatened to be made a party to any threatened, pending or completed action or proceeding by or in the right of the Company or any
Subsidiary of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee or
agent of the Company, or any Subsidiary of the Company, by reason of
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