Apple 1997 Annual Report Download - page 134

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12
"EQUITY PLANS" shall mean the Stock Option Plan, the ELTSOP, and any other equity-based incentive plan or arrangement adopted by the
Company.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended, and any successor provisions thereto.
"GOOD REASON" shall mean a resignation of your employment during the Term as a result of any of the following:
(i) A meaningful and detrimental alteration in your position, your titles, or the nature or status of your responsibilities (including your reporting
responsibilities) from those in effect immediately prior to the Change in Control Date. For purposes of this clause (i), a meaningful and
detrimental alteration shall exist if, on or after the Change in Control Date, without limitation, any of the following occurs: (A) at any time you
do not hold the position of senior vice president in charge of hardware engineering of the Company (or the surviving entity resulting from a
merger or consolidation (through one or more related transactions) of the Company with another entity (the "SURVIVING ENTITY")); (B) at
any time you do not report directly to the chief executive officer of the Company (or the Surviving Entity); (C) at any time you do not have
regular direct access to the chief executive officer of the Company (or the Surviving Entity) or (D) any similar adverse change on or after the
Change in Control Date in your title, position or reporting responsibilities;
(ii) A reduction by the Company in your annual base salary as in effect immediately prior to the Change in Control Date or as the same may be
increased from time to time thereafter; a failure by the Company to increase your salary at a rate commensurate with that of other key
executives of the Company; or a reduction in your target annual bonus (expressed as a percentage of base salary) below the target in effect for
you prior to the Change in Control Date;
(iii) The relocation of the office of the Company where you are employed immediately prior to the Change in Control Date (the "CIC
LOCATION") to a location which is more than fifty (50) miles away from the CIC Location or the Company's requiring you to be based more
than fifty
(50) miles away from the CIC Location (except for required travel on the Company's business to an extent substantially consistent with your
customary business travel obligations in the ordinary course of business prior to the Change in Control Date);
(iv) The failure by the Company to continue in effect any compensation plan in which you participated prior to the Change in Control Date or
made available to you after the Change in Control Date, unless an equitable arrangement (embodied in an ongoing substitute or alternative
plan) has been made with respect to such plan in connection with the Change in Control, or the failure by the Company to continue your
participation therein on at least as favorable a basis, both in terms of the amount of