Apple 1997 Annual Report Download - page 128

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(f) COMBINED PAYMENTS. Anything in this Section 4 to the contrary notwithstanding, the Company shall have no obligation to pay you a
required Gross-Up Payment under this Section 4 if the aggregate amount of all Combined Payments has, at the time such payment is due,
exceeded the Limit. If the amount of a Gross-Up Payment to you under this Section 4 would result in the Combined Payments exceeding the
Limit, the Company shall pay you only the portion, if any, of the Gross-Up Payment which can be paid to you without causing the aggregate
amount of all Combined Payments to exceed the Limit. In the event that you are entitled to a Gross-Up Payment under this Section 4 and other
employees or former employees of the Company are also entitled to gross-up payments under the corresponding provisions of the applicable
Combined Arrangements and the aggregate amount of all such payments would cause the Limit on Combined Payments to be exceeded, the
Company shall allocate the amount of the reduction necessary to comply with the Limit among all such payments in the proportion that the
amount of each such gross-up payment or Gross-Up Payment bears to the aggregate amount of all such payments. Nothing in this Section 4(f)
shall require you to repay to the Company any amount that was previously paid to you under this Section 4.
5. OTHER PROVISIONS.
(a) VESTING AND EXERCISE. All Equity Awards granted to you under the Equity Plans shall vest and become exercisable in the event of
your Involuntary Termination on or following the Change in Control Date. If you are employed by the Company on the date of the Equity Plan
Change in Control, your Equity Awards will vest and become exercisable as of such date.
(b) EFFECT OF 30-DAY ALTERNATIVE. In accordance with the terms of the Equity Plans, upon an Equity Plan Change in Control, Equity
Awards which are options or stock appreciation rights are "cashed out," unless the Administrator in its discretion determines not to do so. In the
event that the Administrator elects not to cash out such Equity Awards, the Administrator has the discretion in the context of a merger or sale
of all or substantially all of the assets of the Company either (i) to cause such Equity Awards to be assumed or an equivalent option or stock
appreciation right granted by the successor corporation to the Company or a parent or subsidiary of such successor corporation, or (ii) to
provide that your Equity Awards will remain outstanding for a thirty-
day period beginning on the date that you are so notified of such action by
the Administrator and that such Equity Awards will expire to the extent not exercised at the end of such thirty-day period (the "30-DAY
ALTERNATIVE"). If the Administrator determines to utilize the 30-Day Alternative, the Company shall pay you with respect to each such
Equity Award the excess, if any (the "ADDITIONAL AMOUNT"), of the Change in Control Price you would have received had the Equity
Award been cashed out on the date of the Equity Plan Change in Control over the value of the consideration actually received by you in
settlement of such awards (determined as of the date such consideration is received by you). Further, in the event of your Involuntary
Termination on or after the Change in Control Date but on or prior to the date of the Equity Plan Change in Control, the Company shall pay
you the Additional Amount as if your employment had continued through the date of the Equity Plan Change in