Apple 1999 Annual Report Download - page 117

(d) STOCK WITHHOLDING TO SATISFY WITHHOLDING TAX OBLIGATIONS. When an Optionee incurs tax liability in connection
with the exercise of an Option or SAR, which tax liability is subject to tax withholding under applicable tax laws, and the Optionee is obligated
to pay the Company an amount required to be withheld under applicable tax laws, the Optionee may satisfy the withholding tax obligation
(including, at the election of the Optionee, any additional amount which the Optionee desires to have withheld in order to satisfy in whole or in
part the Optionee's full estimated tax in connection with the exercise) by electing to have the Company withhold from the Shares to be issued
upon exercise of the Option, or the Shares to be issued upon exercise of the SAR, if any, that number of Shares having a Fair Market Value
equal to the amount required to be withheld (and any additional amount desired to be withheld, as aforesaid). The Fair Market Value of the
Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the "TAX DATE").
All elections by an Optionee to have Shares withheld for this purpose shall be made in writing in a form acceptable to the Administrator and
shall be subject to the following restrictions:
(i) the election must be made on or prior to the applicable Tax Date; and
(ii) all elections shall be subject to the consent or disapproval of the Administrator.
11. NON-TRANSFERABILITY OF OPTIONS. Options and SARs may not be sold, pledged, assigned, hypothecated, transferred or disposed
of in any manner other than by will or by the laws of descent or distribution or pursuant to a qualified domestic relations order as defined by the
Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder; PROVIDED, HOWEVER, that the Administrator
may grant Nonstatutory Stock Options that are freely transferable. The designation of a beneficiary by an Optionee or holder of an SAR does
not constitute a transfer. An Option or an SAR may be exercised, during the lifetime of the Optionee or SAR holder, only by the Optionee or
SAR holder or by a transferee permitted by this Section 11.
12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.
(a) CHANGES IN CAPITALIZATION. Subject to any required action by the shareholders of the Company, the number of Shares covered by
each outstanding Option and SAR, and the number of Shares which have been authorized for issuance under the Plan but as to which no
Options or SARs have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or SAR, as well
as the price per Share covered by each such outstanding Option or SAR, shall be proportionately adjusted for any increase or decrease in the
number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock,
or any other increase or decrease in the aggregate number of issued Shares effected without receipt of consideration by the Company;
PROVIDED, HOWEVER, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without
receipt of consideration." Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares
subject to an Option or SAR.
(b) DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution or liquidation of the Company, all outstanding Options and
SARs will terminate immediately prior to the consummation of such proposed action, unless