Apple 1999 Annual Report Download - page 114

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 employment by the
Company (or any Parent, Subsidiary or Affiliated Company), nor shall it interfere in any way with the Optionee's right or the right of the
Company (or any Parent, Subsidiary or Affiliated Company) to terminate the Optionee's employment at any time or for any reason.
If an Option or SAR is granted to an individual who is a consultant to the Company or any Subsidiary or Affiliate, all references in the Plan to
"Employee" shall be deemed to include the term "consultant" and all references in the Plan to "employment," "Continuous Status as an
Employee" and "termination of employment" shall be deemed to refer to the individual's consultancy or status as a consultant.
6. TERM OF PLAN. The Plan shall become effective upon its adoption by the Board. It shall continue in effect for a term of ten years unless
sooner terminated under Section 14 of the Plan.
7. TERM OF OPTION. The term of each Option shall be ten (10) years from the date of grant thereof or such shorter term as may be provided
in the Option agreement.
8. EXERCISE PRICE AND CONSIDERATION.
(a) EXERCISE PRICE. The per Share exercise price for the Shares issuable pursuant to an Option shall be such price as is determined by the