Apple 2002 Annual Report Download - page 88

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(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-3 under the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the combined voting power of the Company's then 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.
(f) Change in Control Price. For purposes of this Section 12, "Change in Control Price" shall be, as determined by the
Administrator, (i) the highest Fair Market Value at any time within the sixty-day period immediately preceding the date of
determination of the Change in Control Price by the Administrator (the " Sixty-Day Period
"), or (ii) the highest price paid or offered, as
determined by the Administrator, in any bona fide transaction or bona fide offer related to the Change in Control of the Company, at
any time within the Sixty-Day Period.
13. Time of Granting Options and SARs. The date of grant of an Option or SAR shall, for all purposes, be the date on which the
Administrator makes the determination granting such Option or SAR. Notice of the determination shall be given to each Employee to whom an
Option or SAR is so granted within a reasonable time after the date of such grant.
14. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan, as it may deem
advisable.
(b) Effect of Amendment or Termination. Any such amendment, alteration, suspension or termination of the Plan shall not
impair the rights of any Optionee or SAR holder under any grant theretofore made without his or her consent. Such Options and SARs
shall remain in full force and effect as if this Plan had not been amended or terminated.
15. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an Option or SAR unless the exercise of such
Option or SAR and the issuance and delivery of such Shares pursuant
18
thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange
Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or quotation system upon which the Shares
may then be listed or quoted, and shall be further subject to the approval of counsel for the Company with respect to such compliance.
As a condition to the exercise of an Option or SAR or the issuance of Shares upon exercise of an Option or SAR, the Company may
require the person exercising such Option or SAR to represent and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned relevant provisions of law.
Inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the
non-issuance or sale of such Shares as to which such requisite authority shall not have been obtained.
16. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements of the Plan.
17. Non-U.S. Employees. Notwithstanding anything in the Plan to the contrary, with respect to any employee who is resident outside
of the United States, the Committee may, in its sole discretion, amend the terms of the Plan in order to conform such terms with the
requirements of local law or to meet the objectives of the Plan. The Committee may, where appropriate, establish one or more sub-
plans for this
purpose.