Apple 1997 Annual Report Download - page 124

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2
(a) TITLES; REPORTING AND DUTIES. Your position, titles, nature and status of responsibilities and reporting obligations shall be no less
favorable to you than those that you enjoyed immediately prior to the Change in Control Date.
(b) SALARY AND BONUS. Your base salary and annual bonus opportunity may not be reduced, and your base salary shall be periodically
reviewed and increased in the manner commensurate with increases awarded to other similarly situated executives of the Company.
(c) INCENTIVE COMPENSATION. You shall be eligible to participate in each long-term incentive plan or arrangement established by the
Company for its executive employees, in accordance with the terms and provisions of such plan or arrangement and at a level consistent with
the Company's practices applicable to you prior to the Change in Control Date.
(d) BENEFITS. You shall be eligible to participate in all pension, welfare and fringe benefit plans and arrangements that the Company
provides to its executive employees in accordance with the terms of such plans and arrangements, which shall be no less favorable to you, in
the aggregate, than the terms and provisions available to other executive employees of the Company.
(e) LOCATION. You will continue to be employed at the business location at which you were employed prior to the Change in Control Date
and the amount of time that you are required to travel for business purposes will not be increased in any significant respect from the amount of
business travel required of you prior to the Change in Control Date.
3. INVOLUNTARY TERMINATION DURING THE TERM.
(a) SEVERANCE PAYMENT. In the event of your Involuntary Termination during the Term, the Company shall pay you within 5 days of the
date of such Involuntary Termination the full amount of any earned but unpaid base salary through the Date of Termination at the rate in effect
at the time of the Notice of Termination, plus a cash payment (calculated on the basis of your Reference Salary) for all unused vacation time
which you may have accrued as of the Date of Termination. The Company shall also pay you within 5 days of the Date of Termination a pro
rata portion of the annual bonus for the year in which your Involuntary Termination occurs, calculated on the basis of your target bonus for that
year and on the assumption that all performance targets have been or will be achieved. In addition, the Company shall pay you in a cash lump
sum, within 8 days following the date of your execution of the release described in the last sentence of this Section 3(a) (or on the Date of
Termination, if later), an amount (the "SEVERANCE PAYMENT") equal to the sum of (i) three times your Reference Salary and (ii) three
times your Reference Bonus. The Severance Payment shall be in lieu of any other severance payments which you are entitled to receive under
any other severance pay plan or arrangement sponsored by the Company and its subsidiaries. Your right to the Severance Payment shall be
conditioned upon your execution of a release in favor of the Company in substantially the form of the release required for the receipt of
severance payments under the Severance Plan (as in