Apple 1997 Annual Report Download - page 117

September 22, 1997
Dr. Gilbert F. Amelio
Apple Computer, Inc.
1 Infinite Loop
Cupertino, California 95014
RESIGNATION AGREEMENT
Dear Dr. Amelio:
This will reflect our agreement concerning your resignation as a director, officer and employee of Apple Computer, Inc. (the "Company") and
each of its direct and indirect subsidiaries (collectively with the Company, the "Companies"), in accordance with the terms and conditions set
forth below.
1. RESIGNATION. By signing this Resignation Agreement, you (i) hereby confirm your resignation as a director and officer of each of the
Companies, effective as of July 8, 1997 (the "Director and Officer Resignation Date") and
(ii) hereby agree that the date of your resignation as an employee of each of the Companies shall be September 27, 1997 (the "Employee
Resignation Date").
2. TERMINATION OF PRIOR AGREEMENTS AND UNDERSTANDINGS. As of the date of this Resignation Agreement first set forth
above (the "Effective Date"), this Resignation Agreement supersedes and replaces any written or oral agreements or understandings between
you and any of the Companies, and any of their respective officers, directors, shareholders, employees, agents and affiliates, including, without
limitation, the Employment Agreement between you and the Company dated February 28, 1996, as amended May 1, 1997 (the "Employment
Agreement"), and each such agreement or understanding (including, without limitation, the Employment Agreement) is hereby void and of no
further force and effect.
3. INTERIM PERIOD. During the period beginning on the Director and Officer Resignation Date and ending on the Employee Resignation
Date (the "Interim Period"), you will continue to be eligible to receive your base salary (at the annual rate in effect immediately prior to the
Effective Date) and to participate in the Company's Employee Stock Purchase Plan and all pension and welfare plans (including but not limited
to the 401(k) Plan) in accordance with the terms and provisions applicable to you immediately prior to the Director and Officer Resignation
Date, and you agree to take all accrued unused vacation. During the period through August 15, 1997, you were entitled to office space from the
Company. You shall be entitled to secretarial support from the Company until the Employee Resignation Date. Except as otherwise expressly
provided herein, you shall cease, as of the Director and Officer Resignation Date, to be eligible to receive any annual or long-term incentive
compensation and benefits from any of the Companies with respect to periods prior to, on or following the Director and Officer Resignation
Date.
4. PAYMENTS AND BENEFITS IN CONNECTION WITH YOUR RESIGNATION. Subject to Sections 6, 9 and 10 below, the Company
agrees to pay or to provide you with the compensation and benefits described below in connection with your resignation of employment:
(a) As soon as reasonably practicable following the date which is the later of (i) the Expiration of the Revocation Period (as such phrase is
defined in Section 10 below) (but in no event later than thirty (30) days following the expiration of such period) or (ii) the perfection of the
security interest for the Loan as described in Section 4(g) (but in no event later than thirty (30) days following the expiration of such period),
the Company will make a one-time lump sum cash payment to you of Six Million Seven Hundred Thirty-One Thousand Eight Hundred
Seventy Dollars and Ninety-
Six Cents ($6,731,870.96), less applicable withholding taxes. The Company will deduct from this payment the sum
of One Million Five Hundred Thousand Dollars ($1,500,000) as a partial repayment of the