Apple 1997 Annual Report Download - page 114

(e) CLAIMS UNDER SECTION 16(b). To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and sale
by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.
9. EFFECTIVENESS OF AGREEMENT; TERM.
(a) This Agreement shall be effective as of the date set forth on the first page and shall apply to acts or omissions of Indemnitee which occurred
prior to such date if Indemnitee was an officer, director, employee or other agent of the Company or any Subsidiary, or was serving at the
request of the Company or any Subsidiary as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, at the time such act or omission occurred.
(b) The Company's obligations under this Agreement shall continuously, irrevocably and perpetually cover Indemnitee's covered acts and
omissions which occur during the period ending two years after the date of this Agreement. Thereafter, such coverage shall extend to
Indemnitee's acts and omissions which occur during succeeding 12-month periods, and shall continue until the end of the 12-month extension
period during which the Company gives Indemnitee written notice of termination of the continuity of such coverage; provided, however that (a)
such notice of termination shall only be effective if it is received by Indemnitee at least six months prior to the end of the 12-month extension
period which is intended by the Company to be the final 12-month extension period, and (b) such coverage shall continue until the end of such
final 12-month extension period. In any event, the Company's obligations under this Agreement shall continue perpetually with regard to
covered acts and omissions occuring during the period covered by this Agreement (including all of the 12-month extension periods as set forth
above), notwithstanding the giving of any such notice of termination or any other circumstance whatsoever.
10. CONSTRUCTION OF CERTAIN PHRASES.
(a) For purposes of this Agreement, the term "Company" shall include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers, employees or agents, so that if Indemnitee is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of
this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if
its separate existence had continued.
(b) For purposes of this Agreement, the term "Subsidiary" shall include a corporation, company or other entity
(i) 50% or more of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing
authority) are, or
(ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but
50% or more of whose ownership interest representing the right to make decisions for such other entity is,
now or hereafter, owned or controlled, directly or indirectly, by the Company, or one or more Subsidiaries.
(c) For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to "serving at the request of the Company"
shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries.
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