[Exhibit 4.5]
STOCK OPTION AGREEMENT RE: Non-Employee Director
Date of Grant:
Option price per share:
Total number of shares granted:
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 (the "Option").
1. OPTION PRICE. The option price indicated above for each share of Common
Stock, is equal to the fair market value per share of Common Stock on the date
of grant of this Option (the "Option Price"), as determined by the
Administrator.
2. EXERCISE OF OPTION. This Option shall be exercisable 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 written
Notice of Exercise which 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 shall be signed by the Optionee and shall be delivered
in person or by mail or by facsimile to the Company. When exercising the
Option, the Notice of Exercise form shall be accompanied by payment of the
Option Price, which shall be by cash, check, or any other method approved by
the Administrator. 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.
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3. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred 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 Internal
Revenue 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.
4. TERMINATION OF SERVICE - This Option shall terminate 90 days following
the date of termination of service on Apple's Board of Directors and may be
exercised during such 90-day period only to the extent vested and exercisable
as of the date of termination of service.
5. 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. No contract, right of nomination for
reelection to the Board of Directors or right to remain a member of the Board
of Directors shall be implied by this Agreement, nor shall this Agreement in
any way interfere with Optionee's right or the Company's right to terminate
Optionee's status as a member of the Board of Directors at any time.
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