Apple 2007 Annual Report Download - page 149

ARTICLE X
INDEMNIFICATION
10.1 Indemnification of Directors and Officers
The Corporation shall, to the maximum extent and in the manner permitted by the Code, indemnify each of its directors and officers against
expenses (as defined in Section 317(a) of the Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in
connection with any proceeding (as defined in Section 317(a) of the Code), arising by reason of the fact that such person is or was an agent of
the Corporation. For purposes of this Article X , a "director" or "officer" of the Corporation includes any person (a) who is or was a director or
officer of the Corporation, (b) who is or was serving at the request of the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, or (c) who was a director or officer of a corporation which was a predecessor corporation of the
Corporation or of another enterprise at the request of such predecessor corporation.
10.2 Indemnification of Others
The Corporation shall have the power, to the extent and in the manner permitted by the Code, to indemnify each of its employees and
agents (other than directors and officers) against expenses (as defined in Section 317(a) of the Code), judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the Code), arising by reason of the
fact that such person is or was an agent of the Corporation. For purposes of this Article X , an "employee" or "agent" of the Corporation (other
than a director or officer) includes any person (a) who is or was an employee or agent of the Corporation, (b) who is or was serving at the request
of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an
employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such
predecessor corporation.
10.3 Payment of Expenses in Advance
Expenses incurred in defending any proceeding for which indemnification is required pursuant to Section 10.1
of these Bylaws or for which
indemnification is permitted pursuant to Section 10.2 of these Bylaws following authorization thereof by the Board of Directors, may be
advanced by the Corporation prior to the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the indemnified
party to repay that amount if it shall be determined ultimately that the indemnified person is not entitled to be indemnified as authorized by this
Article X .
10.4 Indemnification not Exclusive
The indemnification provided by this Article X for acts, omissions or transactions while acting in the capacity of, or while serving as, a
director or officer of the Corporation but not involving a breach of duty to the Corporation and its shareholders shall not be deemed exclusive of
any other rights to those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise, to the extent the additional rights to indemnification are authorized in the Articles of Incorporation.
10.5 Insurance Indemnification
The Corporation shall have the power to purchase and maintain insurance on behalf of any agent of the Corporation against any liability
asserted against or incurred by the agent in that capacity or arising out of that agent's status as such whether or not the Corporation would have
the power to indemnify the agent against that liability under the provisions of this Article X .
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