Apple 2001 Annual Report Download - page 58

Director Compensation
In 1997, the Company ended its practice of paying cash retainers and fees to directors, and approved the Apple Computer, Inc. 1997 Director
Stock Option Plan (the " Director Plan "). The Director Plan was approved by the shareholders in April 1998 and 800,000 shares have been
reserved for issuance under the Director Plan. Pursuant to the Director Plan, the Company's non-employee directors are granted an option to
acquire 30,000 shares of Common Stock upon their initial election to the Board (" Initial Options "). On the fourth anniversary of a non-
employee director's initial election to the Board and on each subsequent anniversary, the director will be entitled to receive an option to acquire
10,000 shares of Common Stock (" Annual Options "). Initial Options vest and become exercisable in equal annual installments on each of the
first through third anniversaries of the date of grant. Annual Options are fully vested and immediately exercisable on their date of grant. As of
the end of the fiscal year, there were options for 360,000 shares outstanding under the Director Plan. Since accepting the position of CEO,
Mr. Jobs is no longer eligible for grants under the Director Plan.
Compensation Committee Interlocks and Insider Participation
From April 2000 until August 2001, the entire Board of Directors acted with respect to matters previously considered by a Compensation
Committee. In August 2001, the Board re-established a Compensation
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Committee and named William V. Campbell, Arthur D. Levinson and Jerome B. York as members, none of whom were employees of the
Company. No person who was an employee of the Company in fiscal year 2001 served on the Compensation Committee in fiscal year 2001.
During fiscal year 2001, Mr. Jobs served as a director of Gap Inc. (though not on the compensation committee of that board of directors) and
Mr. Drexler served as a director of the Company. Other than as described in the preceding sentence, no executive officer of the Company
(i) served as a member of the compensation committee (or other board committee performing similar functions or, in the absence of any such
committee, the board of directors) of another entity, one of whose executive officers served on the Company's Compensation Committee (or
from April 2000 to August 2001, the Board), (ii) served as a director of another entity, one of whose executive officers served on the
Company's Compensation Committee, (or from April 2000 to August 2001, the Board) or (iii) served as a member of the compensation
committee (or other board committee performing similar functions or, in the absence of any such committee, the board of directors) of another
entity, one of whose executive officers served as a director of the Company.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of October 31, 2001 (the " Table Date ") with respect to the beneficial ownership of the
Company's Common Stock by (i) each person the Company believes beneficially holds more than 5% of the outstanding shares of Common
Stock; (ii) each director; (iii) each Named Executive Officer listed in the Summary Compensation Table under the heading " Executive
Compensation " and (iv) all directors and executive officers as a group. On the Table Date, 351,116,422 shares of Common Stock were issued
and outstanding. Unless otherwise indicated, all persons named as beneficial owners of Common Stock have sole voting power and sole
investment power with respect to the shares indicated as beneficially owned.
Security Ownership of Directors, Nominees and Executive Officers
(1) Represents shares of Common Stock held and/or options held by such individuals that were exercisable at the Table Date or within
60 days thereafter.
(2)
Includes 20,060,000 shares of Common Stock which Mr. Jobs has the right to acquire by exercise of stock options.
Name of Beneficial Owner
Shares of Common Stock
Beneficially Owned(1)
Percent of Common Stock
Outstanding
Steven P. Jobs
20,060,002
(2)
5.71
%
Fred D. Anderson
761,004
(3)
*
William V. Campbell
70,502
(4)
*
Timothy D. Cook
351,680
(5)
*
Millard S. Drexler
60,000
(6)
*
Lawrence J. Ellison
70,000
(4)
*
Arthur D. Levinson
111,600
(7)
*
Jonathan Rubinstein
656,864
(8)
*
Avadis Tevanian, Jr.
727,090
(9)
*
Jerome B. York
90,000
(4)
*
All executive officers and directors as a group (13 persons)
24,242,956
6.90
%