Apple 1997 Annual Report Download - page 136

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highest closing sale price (or closing bid price, if no sales are reported) of a share of Common Stock, or (B) if the Common Stock is regularly
quoted on the NASDAQ System (but not on a national market system) or quoted by a recognized securities dealer but selling prices are not
reported, the highest mean between the high and low asked prices for the Common Stock, in each case, on any day during the ninety-
day period
ending on the Change in Control Date, and (ii) the highest price paid or offered, as determined by the Accounting Firm, in any bona fide
transaction or bona fide offer related to the Change in Control.
"PAYMENT" means (i) any amount due or paid to you under this Agreement, (ii) any amount that is due or paid to you under any plan,
program or arrangement of the Company and its subsidiaries (including, without limitation, the Equity Plans) and (iii) any amount or benefit
that is due or payable to you under this Agreement or under any plan, program or arrangement of the Company and its subsidiaries not
otherwise covered under clause (i) or (ii) hereof which must reasonably be taken into account under Section 280G of the Code and the
Regulations in determining the amount the "parachute payments" received by you, including, without limitation, any amounts which must be
taken into account under the Code and Regulations as a result of (A) the acceleration of the vesting of any option, restricted stock or other
equity award granted under the Equity Plans or otherwise, (B) the acceleration of the time at which any payment or benefit is receivable by you
or (C) any contingent severance or other amounts that are payable to you.
"REFERENCE BONUS" shall mean the greater of (i) the target annual bonus applicable to you for the year in which your Involuntary
Termination occurs and (ii) the highest target annual bonus applicable to you in any of the three years ending prior to the Change in Control
Date.
"REFERENCE SALARY" shall mean the greater of (i) the annual rate of your base salary from the Company and its subsidiaries in effect
immediately prior to the date of your Involuntary Termination and (ii) the annual rate of your base salary from the Company in effect at any
point during the three-year period ending on the Change in Control Date.
"REGULATIONS" shall mean the proposed, temporary and regulations under
Section 280G of the Code or any successor provision thereto.
"SEVERANCE PLAN" means the Apple Computer, Inc. Executive Severance Plan, as amended.
"STOCK OPTION PLAN" shall mean the Apple Computer, Inc. 1990 Stock Option Plan, as amended, and any successor plan thereto.
"SUPPLEMENT" means the amendment to the Severance Plan adopted as of the date of this Agreement and any future amendment thereto.