Apple 2002 Annual Report Download - page 73

(2) Market value of securities underlying in-the-money options at the end of fiscal year 2002 (based on $14.72 per share, the closing price
of Common Stock on the Nasdaq National Market on September 28, 2002), minus the exercise price.
(3) Includes 60,000 options granted to Mr. Jobs in his capacity as a director pursuant to the 1997 Director Stock Option Plan.
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
The current members of the Compensation Committee are Messrs. William V. Campbell, Millard S. Drexler and Arthur B. Levinson, none of
whom are employees of the Company and all of whom are considered "independent" directors under the applicable NASDAQ rules. During
fiscal 2002, William V. Campbell, Arthur D. Levinson and Jerome B. York served as members of the Compensation Committee, none of
whom were employees of the Company. No person who was an employee of the Company in fiscal year 2002 served on the Compensation
Committee. During fiscal year 2002, Mr. Jobs served as a director of Gap Inc. ("Gap") (though not on the compensation committee of that
board of directors) and Mr. Drexler served as a director of the Company. Mr. Jobs resigned as a director of Gap in September 2002.
Mr. Drexler resigned as president and CEO of Gap in September 2002 and resigned as a
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director of Gap in October 2002. Subsequently, in November 2002, Mr. York resigned from the committee, and Mr. Drexler was appointed as a
member of the Compensation Committee. 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, (ii) served as a director of another entity, one of whose executive
officers served on the Company's Compensation Committee, 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, 2002 (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, 359,007,837 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
Name of Beneficial Owner
Shares of Common Stock
Beneficially Owned(1)
Percent of Common Stock
Outstanding
Lord, Abbett & Co
29,381,015
(2)
7.56
%
Steven P. Jobs
23,810,002
(3)
6.22
%
Fred D. Anderson
602,672
(4)
*
William V. Campbell
80,502
(5)
*
Timothy D. Cook
253,091
(6)
*
Millard S. Drexler
80,000
(7)
*
Arthur D. Levinson
221,600
(8)
*
Jonathan Rubinstein
1,058,275
(9)
*
Avadis Tevanian, Jr.
1,051,252
(10)
*