Apple 1997 Annual Report Download - page 135

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13
benefits provided and the level of your participation relative to other participants, as existed on the Change in Control Date;
(v) The failure by the Company to continue to provide you with benefits at least as favorable in the aggregate to those enjoyed by you under the
Company's pension, savings, life insurance, medical, health and accident, disability, and fringe benefit plans and programs in which you were
participating immediately prior to the Change in Control Date; or the failure by the Company to provide you with the number of paid vacation
days to which you are entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in
effect immediately prior to the Change in Control;
(vi) The failure of the Company to obtain an agreement reasonably satisfactory to you from any successor to assume and agree to perform this
Agreement, as contemplated in Section 7(a) hereof or, if the business for which your services are principally performed is sold at any time after
a Change in Control, the failure of the Company to obtain such an agreement from the purchaser of such business;
(vii) Any termination of your employment which is not effected pursuant to the terms of this Agreement; or
(viii) A material breach by the Company of the provisions of this Agreement; PROVIDED, HOWEVER, that an event described above in
clause (i), (ii),
(iv), (v) or (viii) shall not constitute Good Reason unless it is communicated by you to the Company in writing and is not corrected by the
Company in a manner which is reasonably satisfactory to you (including full retroactive correction with respect to any monetary matter) within
10 days of the Company's receipt of such written notice from you.
"INVOLUNTARY TERMINATION" shall mean (i) your termination of employment by the Company and its subsidiaries during the Term
other than for Cause or Disability or (ii) your resignation of employment with the Company and its subsidiaries during the Term for Good
Reason.
"LIMIT" shall mean the dollar amount determined in accordance with the formula [A x B x C], where
A equals 0.02;
B equals the number of issued and outstanding shares of Common Stock of the Company immediately prior to the Change in Control Date; and
C equals the greater of (i) (A) if the Common Stock is listed on any established stock exchange or national market system (including, without
limitation, the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") System), the