Apple 1997 Annual Report Download - page 146

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6. LEGAL FEES AND EXPENSES. The Company shall pay or reimburse you on an after-tax basis for all costs and expenses (including,
without limitation, court costs and reasonable legal fees and expenses which reflect common practice with respect to the matters involved)
incurred by you as a result of any claim, action or proceeding (i) arising out of your termination of employment during the Term, (ii)
contesting, disputing or enforcing any right, benefits or obligations under this Agreement or (iii) arising out of or challenging the validity,
advisability or enforceability of this Agreement or any provision thereof; PROVIDED, HOWEVER, that the amount of the payments and
reimbursements under this Section 6 shall not exceed $2 million.
7. SUCCESSORS; BINDING AGREEMENT.
(a) ASSUMPTION BY SUCCESSOR. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; PROVIDED,
HOWEVER, that no such assumption shall relieve the Company of its obligations hereunder. As used in this Agreement, the "Company" shall
mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform
this Agreement by operation of law or otherwise.
(b) ENFORCEABILITY; BENEFICIARIES. This Agreement shall be binding upon and inure to the benefit of you (and your personal
representatives and heirs) and the Company and any organization which succeeds to substantially all of the business or assets of the Company,
whether by means of merger, consolidation, acquisition of all or substantially all of the assets of the Company or otherwise, including, without
limitation, as a result of a Change in Control or by operation of law. This Agreement shall inure to the benefit of and be enforceable by your
personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any
amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid
in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.
8. DEFINITIONS. For purposes of this Agreement, the following capitalized words shall have the meanings set forth below:
"ACCOUNTING FIRM" shall mean KPMG Peat Marwick LLP or, if such firm is unable or unwilling to perform such calculations, such other
national accounting firm as shall be designated by agreement between you and the Company. To the extent reasonably practicable, one such
accounting firm shall be designated to perform the calculations in respect of the Combined Arrangements.
"ADMINISTRATOR" shall mean the "Administrator" as defined in the applicable Equity Plan or, if no such term is defined in the Equity Plan,
the Board.