Apple 2000 Annual Report Download - page 72

(6) Includes 20,000 shares of Common Stock which Mr. Drexler has the right to acquire by exercise of stock options.
(7) Includes 1,400 shares which Mr. Levinson holds indirectly.
(8) Includes 275,556 shares of Common Stock which Mr. Mandich has the right to acquire by exercise of stock options.
(9) Includes 350,000 shares of Common Stock which Mr. Rubinstein has the right to acquire by exercise of stock options.
* Represents less than 1% of the issued and outstanding shares of Common Stock on the Table Date.
ITEM 13. ARRANGEMENTS WITH NAMED EXECUTIVE OFFICERS
EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
The Company entered into an employment agreement with Mr. Anderson effective April 1, 1996, pursuant to which he serves as Executive
Vice President and Chief Financial Officer of the Company. Pursuant to his agreement, Mr. Anderson is entitled to an annual base salary of no
less than $500,000. If Mr. Anderson's employment is terminated by the Company without "Cause" at any time during the five-year period
following April 1, 1996, he will be entitled to receive a lump sum severance payment equal to the sum of his annual base salary and target
bonus, if any. Mr. Anderson's agreement generally defines "Cause" to include a felony conviction, willful disclosure of confidential
information or willful and continued failure to perform his employment duties.
CHANGE IN CONTROL ARRANGEMENTS--STOCK OPTIONS
In the event of a "change in control" of the Company, all outstanding options under the Company's stock option plans, except the Director Plan,
will, unless otherwise determined by the plan administrator, become exercisable in full, and will be cashed out at an amount equal to the
difference between the applicable "change in control price" and the exercise price. The Director Plan provides that upon a "change in control"
of the Company, all unvested options held by non-employee directors will automatically become fully vested and exercisable and will be
cashed out at an amount equal to the difference between the applicable "change in control price" and the exercise price of the options. A
"change in control" under these plans is generally defined as (i) the acquisition by any person of 50% or more of the combined voting power of
the Company's outstanding securities or (ii) the occurrence of a transaction requiring shareholder approval and involving the sale of all or
substantially all of the assets of the Company or the merger of the Company with or into another corporation.
In addition, options granted to Fred D. Anderson, Timothy D. Cook, Nancy R. Heinen, Mitchell Mandich, Sina Tamaddon, Jonathan
Rubinstein and Avadis Tevanian provide that in the event there is a "change in control", as defined in the Company's stock option plans, and if
in connection with or following such "change in control", their employment is terminated without "Cause" or if they should resign for "Good
Reason", those options outstanding that are not yet vested and exercisable as of the date of such "change in control" shall become fully vested
and exercisable. Generally, "Cause" is defined to include a felony conviction, willful disclosure of confidential information or willful and
continued failure to perform his or her employment duties. "Good Reason" includes resignation of employment as a result of a substantial
diminution in position or duties, or an adverse change in title or reduction in annual base salary.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with the Company's use of aircraft to transport its executive officers, the Company paid approximately $179,278 during fiscal
year 2000 to Wing & A Prayer, a company wholly
-owned by Lawrence J. Ellison.
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