Apple 1999 Annual Report Download - page 118

otherwise provided by the Administrator. The Administrator may, in the exercise of its sole discretion in such instances, declare that any
Option or SAR shall terminate as of a date fixed by the Administrator and give each Optionee the right to exercise his or her Option or SAR as
to all or any part of the Optioned Stock or SAR, including Shares as to which the Option or SAR would not otherwise be exercisable.
(c) SALE OF ASSETS OR MERGER. Subject to the provisions of
Section 12(d), in the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into
another corporation, each outstanding Option and SAR shall be assumed or an equivalent option or stock appreciation right shall be substituted
by such successor corporation or a parent or subsidiary of such successor corporation, unless the Administrator determines, in the exercise of
its sole discretion and in lieu of such assumption or substitution, that the Optionee shall have the right to exercise the Option or SAR as to all of
the Optioned Stock, including Shares as to which the Option or SAR would not otherwise be exercisable. If the Administrator makes an Option
or SAR fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Company shall notify the Optionee
that the Option or SAR shall be fully exercisable for a period of thirty (30) days from the date of such notice, and the Option or SAR will
terminate upon the expiration of such period. For purposes of this paragraph, an Option granted under the Plan shall be deemed to be assumed
if, following the sale of assets or merger, the Option confers the right to purchase, for each Share of Optioned Stock subject to the Option
immediately prior to the sale of assets or merger, the consideration (whether stock, cash or other securities or property) received in the sale of
assets or merger by holders of Common Stock for each Share held on the effective date of the transaction (and if such holders were offered a
choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if
such consideration received in the sale of assets or merger was not solely Common Stock of the successor corporation or its parent, the
Administrator may, with the consent of the successor corporation and the participant, provide for the per share consideration to be received
upon exercise of the Option to be solely Common Stock of the successor corporation or its parent equal in Fair Market Value to the per share
consideration received by holders of Common Stock in the sale of assets or merger.
(d) CHANGE IN CONTROL. In the event of a "Change in Control" of the Company, as defined in Section 12(e), unless otherwise determined
by the Administrator prior to the occurrence of such Change in Control, the following acceleration and valuation provisions shall apply:
(i) Any Options and SARs outstanding as of the date such Change in Control is determined to have occurred that are not yet exercisable and
vested on such date shall become fully exercisable and vested; and
(ii) The value of all outstanding Options and SARs shall, unless otherwise determined by the Administrator at or after grant, be cashed-
out. The
amount at which such Options and SARs shall be cashed out shall be equal to the excess of (x) the Change in Control Price (as defined below)
over (y) the exercise price of the Common Stock covered by the Option or SAR. The cash-out proceeds shall be paid to the Optionee or, in the
event of death of an Optionee prior to payment, to the estate of the Optionee or to a person who acquired the right to exercise the Option or
SAR by bequest or inheritance.
(e) "DEFINITION OF "CHANGE IN CONTROL". For purposes of this
Section 12, a "Change in Control" means the happening of any of the following:
( i ) When any "person", as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, a Subsidiary or a
Company employee benefit plan, including any trustee of such plan acting as trustee) is or becomes the "beneficial owner" (as defined in Rule
13d
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3 under the Exchange Act), directly or indirectly, of securities of the Company representing