Apple 1999 Annual Report Download - page 113

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"SIXTY-DAY PERIOD " shall have the meaning set forth in Section 12(f) of the Plan.
"SUBSIDIARY" corporation has the meaning defined in Section 424(f) of the Code.
"TAX DATE" shall have the meaning set forth in Section 9 of the Plan.
3. STOCK SUBJECT TO THE PLAN.
(a) LIMIT. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan or for which SARs may be granted and exercised is 18,000,000 Shares (the "SECTION 3 LIMIT"). The Shares may be
authorized but unissued or reacquired Common Stock. In the discretion of the Administrator, any or all of the Shares authorized under the Plan
may be subject to SARs issued pursuant to the Plan.
(b) RULES APPLICABLE TO THE CALCULATION OF THE SECTION 3 LIMIT. In calculating the number of Shares available for
issuance under the Plan, the following rules shall apply:
(i) The Section 3 Limit shall be reduced by the number of Shares of Optioned Stock subject to each outstanding Option or freestanding SAR.
(ii) The Section 3 Limit shall be increased by the number of Shares of Optioned Stock subject to the portion of an Option or SAR that expires
unexercised or is forfeited for any reason.
(iii) The Section 3 Limit shall be increased by the number of Shares tendered to pay the exercise price of an Option 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