Apple 1997 Annual Report Download - page 158

or the number of Shares of Optioned Stock withheld to satisfy an Optionee's tax liability in connection with the exercise of an Option or SAR.
(iv) Option Stock subject to both an outstanding Option and SAR granted in connection with the Option shall be counted only once in
calculating the Section 3 Limit.
4. ADMINISTRATION OF THE PLAN.
(a) COMPOSITION OF ADMINISTRATOR. The Plan may be administered by (i) the Board or (ii) a Committee designated by the Board,
which Committee shall be constituted in such a manner as to satisfy the applicable securities laws, California corporate law and the Code
(collectively, "APPLICABLE LAWS").
Once a Committee has been appointed pursuant to this Section
4(a), such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may
increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new
members in substitution therefor, fill vacancies (however caused) and remove all members of the Committee and thereafter directly administer
the Plan, all to the extent permitted by the Applicable Laws.
(b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan and, in the case of the Committee, subject to the specific
duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion: (i) to determine the Fair Market
Value of the Common Stock in accordance with the Plan; (ii) to determine, in accordance with
Section 8(a) of the Plan, the exercise price per Share of Options and SARs to be granted; (iii) to determine the Employees to whom, and the
time or times at which, Options and SARs shall be granted and the number of Shares to be represented by each Option or SAR (including,
without limitation, whether or not a corporation shall be excluded from the definition of Affiliated Company); (iv) to construe and interpret the
provisions of the Plan and any agreements or certificates issued under or in connection with the Plan; (v) to determine the terms and conditions,
not inconsistent with the terms of the Plan, of any Option or SAR granted hereunder (including, but not limited to, any restriction or limitation,
or any vesting acceleration or waiver of forfeiture restrictions regarding any Option or SAR or the Shares relating thereto, based in each case on
such factors as the Administrator shall determine, in its sole discretion);
(vi) to approve forms of agreement for use under the Plan; (vii) to prescribe, amend and rescind rules and regulations relating to the Plan; (viii)
to modify or amend each Option or SAR or accelerate the exercise date of any Option or SAR; (ix) to reduce the exercise price of any Option
or SAR to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option or SAR shall have
declined since the date the Option or SAR was granted;
(x) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option or SAR
previously granted by the Administrator; and (xi) to make all other determinations deemed necessary or advisable for the administration of the
Plan.
(c) EFFECT OF DECISIONS BY THE ADMINISTRATOR. All decisions, determinations and interpretations of the Administrator shall be
final and binding on all Optionees and any other holders of any Options.
5. ELIGIBILITY. The Administrator may grant Options and SARs only to individuals who are Employees or who are consultants to the
Company, or a Subsidiary or Affiliated Company. In no event may an Option or SAR be granted to any individual who, at the time of grant, is
an Officer or Director. An Employee who has been granted an Option or SAR may, if he or she is otherwise eligible, be granted an additional
Option or Options, SAR or SARs. Each Option shall be evidenced by a written Option agreement, which shall be in such form and contain such
provisions as the Administrator shall from time to time deem appropriate. Without limiting the foregoing, the Administrator may, at any time,
or from time to time, authorize the Company, with the consent of the respective recipients, to issue new Options or Options in exchange for the
surrender and cancellation of any or all outstanding Options, other options, SARs or other stock appreciation rights.
Neither the Plan nor any Option or SAR agreement shall confer upon any Optionee any right with respect to continuation of
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