Apple 1997 Annual Report Download - page 132

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(iii) there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company (a "TRANSACTION"), in each
case with respect to which the stockholders of the Company immediately prior to such Transaction do not, immediately after the Transaction,
own more than 50% of the combined voting power of the Company or other corporation resulting from such Transaction;
(iv) all or substantially all of the assets of the Company are sold, liquidated or distributed; or
(v) there is a "change in control" or a "change in the effective control" of the Company within the meaning of Section 280G of the Code and the
Regulations.
"CHANGE IN CONTROL DATE" shall mean the earliest of (i) the date on which the Change in Control occurs, (ii) the date on which the
Company executes an agreement, the consummation of which would result in the occurrence of a Change in Control, (iii) the date the Board
approves a transaction or series of transactions, the consummation of which would result in a Change in Control and
(iv) the date the Company fails to satisfy its obligations to have this agreement assumed by any successor to the Company in accordance with
Section 7(a) of this Agreement. If the Change in Control Date occurs as a result of an agreement described in clause (ii) of the previous
sentence or as a result of the approval of the Board described in clause (iii) of the previous sentence and the Change in Control to which such
agreement or approval relates (the "CONTEMPLATED CHANGE IN CONTROL") subsequently does not occur, then the Term shall expire
on the sixtieth day (the "RESET DATE") following the date the Board certifies by resolution duly adopted by three-fourths (3/4ths) of the
Incumbent Directors then in office that the Contemplated Change in Control is not reasonably likely to occur; PROVIDED, HOWEVER, that
this sentence shall not apply if (A) an Involuntary Termination of your employment with the Company has occurred on and after the Change in
Control Date and on or prior to the Reset Date or (B) the Contemplated Change in Control subsequently occurs within three months of the
Reset Date. Following the Reset Date, the provisions of this Agreement shall remain in effect and a new Term shall commence upon the
occurrence of a subsequent Change in Control Date. Notwithstanding the first sentence of this definition, if your employment with the
Company terminates prior to the Change in Control Date and it is reasonably demonstrated that your termination of employment (i) was at the
request of the third party who has taken steps reasonably calculated to effect the Change in Control or
(ii) otherwise arose in connection with or in anticipation of the Change in Control, then "Change in Control Date" shall mean the date
immediately prior to the date of your termination of employment.
"CHANGE IN CONTROL PRICE" shall mean the "Change in Control Price" as defined in the applicable Equity Plan and determined by the
Administrator as of the date of the Equity Plan Change in Control, whether or not the Administrator is required under the terms of the
applicable Equity Plan to determine such price as of such date.
"COMBINED ARRANGEMENTS" shall mean this Agreement, the Retention Agreements entered into as of the date first set forth above
between the Company and certain of its executive officers, any Retention Agreement entered into after the date hereof which is specifically