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EXHIBIT 4.11
STANDARD
NON-STATUTORY STOCK OPTION AGREEMENT RE: 1997 Employee Stock Option Plan
TO: ______________________________ [INSERT NAME]
DATE OF GRANT: __________________ [INSERT DATE]
On the Date of Grant shown above, Apple Computer, Inc. (the "Company"), a
California corporation, granted to you (the "Optionee") an option to purchase
shares of Common Stock, no par value, of the Company, in the number and at
the price as shown above, and in all respects subject to the terms,
definitions and provisions of the 1997 Employee Stock Option Plan, as amended
(the "Plan") of the Company, which is incorporated herein by reference, as
follows:
1. NATURE OF THE OPTION. This option is intended to be a non-statutory
option and NOT an incentive stock option within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the Code). The grant of the
option is a one-time benefit offered solely to employees and does not create
any contractual or other right to receive a grant of additional options or
other benefits in lieu of additional options in the future. Future option
grants, if any, will be at the sole discretion of the Company, including, but
not limited to, the timing of any grant, the number of options, vesting
provisions and the exercise price. The future value of the underlying Company
shares is unknown and cannot be predicted with certainty. If the underlying
Company shares do not increase in value, the option will have no value.
2. NATURE OF THE PLAN. The Plan is discretionary in nature and the Company
may amend, cancel or terminate the Plan at any time.
3. EMPLOYEE PARTICIPATION. Your participation in the Plan is voluntary. The
value of the option is an extraordinary item of compensation outside the
scope of your employment contract, if any. As such, the option is not part of
normal or expected compensation for purposes of calculating any severance,
resignation, redundancy, end of service payments, bonuses, long-service
awards, pension or retirement benefits or similar payments.
4. OPTION PRICE. The Option price indicated above for each share of Common
Stock, is not less than the fair market value per share of Common Stock on
the date of grant of this option, as determined by the Administrator in
accordance with Section 8(a) of the Plan.
5. EXERCISE OF OPTION. This option shall be exercisable in accordance with
Section 10 of the Plan as follows:
(i) RIGHT TO EXERCISE. This option shall be exercisable,
cumulatively, as follows:
Number of Shares Can be Exercised On Must be Exercised Before
(ii) METHOD OF EXERCISE. This option shall be exercisable by the
submission of a Notice of Exercise form which may be obtained from the
Company and shall state the election to exercise this option, the number of
shares in respect of which this option is being exercised, and such other
representations and agreements as to the holder's investment intent with
respect to such shares of Common Stock as may be required by the Company.
Such Notice of Exercise form shall be signed by the Optionee and shall be
delivered in person or by mail or by facsimile to the Company. When
exercising an option, the Notice of Exercise form shall be accompanied by
payment of the purchase price. Payment of the purchase price shall be by
cash, check, or other means as
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determined by the Administrator pursuant to Section 8(b) of the Plan. When
executing a same-day-sale, the Notice of Exercise form must be submitted to
Shareholder Relations by 3:00 PM the next business day following the day of
sale. The certificate or certificates for shares of Common Stock as to which
this option shall be exercised shall be registered in the name of the
Optionee.
(iii) RESTRICTIONS ON EXERCISE. This option may not be exercised if
the issuance of such shares upon such exercise would constitute a violation
of any applicable federal or state securities law or other law or regulation.
As a condition to the exercise of this option, the Company may require the
Optionee to make such representations, and warranties to the Company as may
be required by any applicable law or regulation, including the execution and
delivery of a representation letter at the time of exercise of this option.
6. DATA AUTHORIZATION. You acknowledge and consent to the collection, use,
processing and transfer of personal data as described in this paragraph. The
Company, its related entities, and your employer hold certain personal
information about you, including your name, home address and telephone
number, date of birth, social security number or other employee
identification number, salary, nationality, job title, any shares of stock or
directorships held in the Company, details of all options or any other
entitlement to shares of stock awarded, canceled, purchased, vested, unvested
or outstanding in your favor, for the purpose of managing and administering
the Plan ("Data"). The Company and/or its related entities will transfer Data
amongst themselves as necessary for the purpose of implementation,
administration and management of your participation in the Plan, and the
Company and/or any of its related entities may each further transfer Data to
any third parties assisting the Company in the implementation, administration
and management of the Plan. These recipients may be located in the European
Economic Area, or elsewhere, such as the United States. You authorize them to
receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing your
participation in the Plan, including any requisite transfer of such Data as
may be required for the administration of the Plan and/or the subsequent
holding of shares of stock on your behalf to a broker or other third party
with whom you may elect to deposit any shares of stock acquired pursuant to
the Plan. You may, at any time, review Data, require any necessary amendments
to it or withdraw the consents herein in writing by contacting the Company;
however, withdrawing your consent may affect your ability to participate in
the Plan.
7. NON-TRANSFERABILITY OF OPTION. This option may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner otherwise
than by will or by the laws of descent or distribution or pursuant to a
qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act or the rules thereunder. This option
may be exercised during the lifetime of the Optionee only by the Optionee.
The terms of this option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.
8. TERMINATION OF EMPLOYMENT. Except as expressly provided in the Plan, this
Option shall terminate 90 days following the date of termination of
employment and may be exercised during such 90-day period only to the extent
vested and exercisable as of the date of termination of employment.
9. MISCELLANEOUS. This Option (a) shall be binding upon and inure to the
benefit of any successor of the Company, (b) shall be governed by the laws of
the State of California, and any applicable laws of the United States, and
(c) may not be amended except in writing. The Plan is governed by and subject
to U.S. law. Interpretation of the Plan and your rights under the Plan will
be governed by provisions of U.S. law. No contract or right of employment
shall be implied by this Agreement, nor shall this Agreement in any way
interfere with Optionee's right or the Company's
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or, where applicable, a Subsidiary's or Affiliated Company's right to
terminate Optionee's employment at any time.
10. ACCEPTANCE OF OFFER OF OPTION. Unless you affirmatively refuse the offer
of the option, in writing, within thirty (30) days of the date of this offer,
you will be deemed to have accepted the offer under the terms as provided
above and agree that your participation in the Plan is governed by the terms
of the Plan document.
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