Apple 1997 Annual Report Download - page 131

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"CAUSE" shall mean a termination of your employment during the Term which is a result of (i) your felony conviction, (ii) your willful
disclosure of material trade secrets or other material confidential information related to the business of the Company and its subsidiaries or (iii)
your willful and continued failure substantially to perform your duties with the Company (other than any such failure resulting from your
incapacity due to physical or mental illness or any such actual or anticipated failure resulting from a resignation by you for Good Reason) after
a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the
Board believes that you have not substantially performed your duties, and which performance is not substantially corrected by you within 10
days of receipt of such demand. For purposes of the previous sentence, no act or failure to act on your part shall be deemed "willful" unless
done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the
Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been
delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4ths) of the entire membership of
the Board at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with
your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in
clause (i),
(ii) or (iii) of the first sentence of this section and specifying the particulars thereof in detail.
"CHANGE IN CONTROL" shall mean a change in control of the Company of a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not the Company is then subject to such
reporting requirement; PROVIDED, HOWEVER, that, anything in this Agreement to the contrary notwithstanding, a Change in Control shall
be deemed to have occurred if:
(i) any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity or person, or any syndicate or
group deemed to be a person under Section 14(d)(2) of the Exchange Act, is or becomes the "beneficial owner" (as defined in Rule 13d-
3 of the
General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the
combined voting power of the Company's then outstanding securities entitled to vote in the election of directors of the Company;
(ii) during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the
beginning of such period constituted the Board and any new directors, whose election by the Board or nomination for election by the
Company's stockholders was approved by a vote of at least three-
fourths (3/4ths) of the directors then still in office who either were directors at
the beginning of the period or whose election or nomination for election was previously so approved (the "INCUMBENT DIRECTORS"),
cease for any reason to constitute a majority thereof;