Apple 2002 Annual Report Download - page 86

(c) Form of Payment. The Company's obligation arising upon the exercise of an SAR may be paid in Common Stock or in
cash, or in any combination of Common Stock and cash, as the Administrator, in its sole discretion, may determine. Shares issued upon
the exercise of an SAR shall be valued at their Fair Market Value as of the date of exercise.
10. Method of Exercise.
(a) Procedure for Exercise; Rights as a Shareholder.
Any Option or SAR granted hereunder shall be exercisable at such times
and under such conditions as determined by the Administrator and as shall be permissible under the terms of the Plan.
An Option or SAR shall be deemed to be exercised when written notice of such exercise has been given to the Company in
accordance with the terms of the Option or SAR by the person entitled to exercise the Option or SAR and full payment for the Shares
with respect to which the Option is exercised has been received by the Company. Full payment may, as authorized by the Administrator
and permitted by the Option agreement, consist of any consideration and method of payment allowable under Section 8(b) of the Plan.
Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned Stock, notwithstanding
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the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the
stock certificate is issued, except as provided in Section 12 of the Plan. An Option or SAR may not be exercised with respect to a
fraction of a Share.
(b) Termination of Continuous Employment. Upon termination of an Optionee's Continuous Status as Employee (other than
termination by reason of the Optionee's death), the Optionee may, but only within ninety days after the date of such termination,
exercise his or her Option or SAR to the extent that it was exercisable at the date of such termination. Notwithstanding the foregoing,
however, an Option or SAR may not be exercised after the date the Option or SAR would otherwise expire by its terms due to the
passage of time from the date of grant.
(c) Death of Optionee. In the event of the death of an Optionee:
(i) Who is at the time of death an Employee and who shall have been in Continuous Status as an Employee since the date
of grant of the Option, the Option or SAR may be exercised at any time within six (6) months (or such other period of time not
exceeding twelve (12) months as determined by the Administrator) following the date of death by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that
would have accrued had the Optionee continued living and terminated his or her employment six (6) months (or such other
period of time not exceeding twelve (12) months as determined by the Administrator) after the date of death; or
(ii) Within ninety days after the termination of Continuous Status as an Employee, the Option or SAR may be exercised, at
any time within six (6) months (or such other period of time not exceeding twelve (12) months as determined by the
Administrator) following the date of death by the Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination.
Notwithstanding the foregoing, however, an Option or SAR may not be exercised after the date the Option or SAR would
otherwise expire by its terms due to the passage of time from the date of grant.
(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 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.
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.