EXHIBIT 10.A.41
November 26, 1996
Xxxx (Xxxx) X. Xxxxxxx III
Reebok International Ltd.
000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Employment Agreement
Dear Xxxx:
The following sets forth our agreement regarding the
terms and provisions of your employment as an officer and employee of
Apple Computer, Inc. (the"Company"). Capitalized words which are
not otherwise defined herein shall have the meanings assigned to such
words in Section 6 of this Agreement.
1. Commencement of Employment. Your
employment under this Agreement shall commence on January 6, 1997
(the "Effective Date").
2. Position. You shall be employed as Senior
Vice President and General Counsel of the Company and shall report
directly to me and your duties and responsibilities to the Company shall
be consistent in all respects with such position. You shall devote
substantially all of your business time, attention, skills and efforts
exclusively to the business and affairs of the Company, other than de
minimis amounts of time devoted by you to the management of your
personal finances or to engaging in charitable or community services.
Your principal place of employment shall be the executive offices of
the Company in Cupertino, California, although you understand and
agree that you will be required to travel from time to time for business
purposes.
3. Compensation.
(a) Base Salary. As compensation to you for all
services rendered to the Company and its subsidiaries, the Company
will pay you a base salary at the rate of not less than three hundred
sixty thousand dollars ($360,000) per annum as of the Effective Date.
Your base salary will be paid to you in accordance with the Company's
regular payroll practices applicable to its executive employees.
(b) Bonus. You shall be eligible to participate
in the annual Senior Executive Bonus Plan (domestic) sponsored by the
Company or any successor plan thereto. Such bonus program shall
afford you the opportunity to earn an annual bonus for each fiscal year
of the Company during your employment. During the Company's
Fiscal Year 1997 only, your Target Annual Bonus shall be 67% of your
Base Compensation, or two hundred forty one thousand, two hundred
dollars ($241,200) prorated for that portion of the Company's Fiscal
Year 1997 during
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which you are employed. The amount of your Target Annual Bonus
thereafter, expressed as a percentage of your Base Compensation, shall
be reviewed annually by the Company but shall not be less than 67%
of your Base Compensation so long as you remain employed in the
position of Senior Vice President and General Counsel. Each annual
bonus shall be paid to you in accordance with the terms and conditions
of the bonus plan then in effect.
(c) Hiring Bonus. Subject to other provisions
of this Agreement, the Company shall pay you a Hiring Bonus in the
amount of seventy five thousand dollars ($75,000) and shall be paid to
you within thirty (30) days after the Effective Date of this Agreement.
If you voluntarily terminate your employment with the Company
within six (6) months of the Effective Date, you may be responsible for
reimbursement of all or part of the hiring bonus.
(d) Stock Options. In consideration of this
Agreement, we will recommend to the Apple Computer, Inc. Board of
Directors an initial stock option grant of 100,000 shares of Apple
Computer, Inc. common stock. Each grant vests over a three year
period at 33% increments beginning one year from the grant date and
shall at all times be subject to the terms and conditions of the Apple
Computer, Inc. 1990 Stock Option Plan, as amended, and any successor
plans thereto ("Stock Plan"). You shall be eligible to participate in the
Stock Plan established by the Company in accordance with the terms
and provisions of the Stock Plan.
(e) Benefits. You shall be eligible to participate
in all employee benefit plans and arrangements that the Company
provides to its executive employees in accordance with the terms of
such plans and arrangements, which shall be no less favorable to you,
in the aggregate, than the terms and provisions available to other
executive employees of the Company.
4. Termination.
(a)Termination for Cause. If your employment is
terminated by the Company for Cause, the Company shall pay you the
full amount of the accrued but unpaid base salary you have earned
through the date of your termination, plus a cash payment (calculated
on the basis of your base salary then in effect) for all unused accrued
vacation. In addition, you shall be entitled to benefits under the
employee plans and arrangements described in Section 3(e) above in
accordance with terms and provisions of such plans and arrangements.
(b)Termination Other than for Cause. During the
three (3) year period following the Effective Date only, if your
employment is terminated by the Company for reasons other than for
Cause, the Company shall pay you the full amount of the accrued but
unpaid base salary you have earned through the date of your
termination, plus a cash payment (calculated on the basis of your base
salary then in effect) for all unused accrued vacation. In addition,
during the three (3) year period following the Effective Date only, the
Company shall pay you a lump sum amount depending on the date of
your employment termination as follows:
Termination Date Amount
During 1-year period 100% of annual base salary
following Effective Date ($360,000)
100% of Target Annual Bonus
($241,200)
Following first anniversary 100% of annual base salary
of Effective Date 100% of target annual bonus
There shall be no other payments or benefits on termination.
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5. Relocation. The Company will provide you
with full executive relocation benefits in accordance with the
Company's Relocation Policy for executives including mortgage
assistance in the amount of four hundred thousand dollars ($400,000) or
25% of the purchase price of your new California residence, whichever
is less. The Company also shall pay for travel expenses for you and
your wife to come to California during the month of December, 1996.
Any additional relocation items or arrangements will be determined in
writing as authorized by the Company's Senior Vice President of
Human Resources.
6. Definitions. For purposes of this
Agreement, the following capitalized words shall have the meanings set
forth below:
"Cause" shall mean a termination of your
employment which is a result of (i) your felony conviction, (ii) your
willful disclosure of material trade secrets or other material confidential
information related to the business of the Company and its subsidiaries
or (iii) your willful and continued failure substantially to perform your
duties with the Company (other than any such failure resulting from
your incapacity due to physical or mental illness or any such actual or
anticipated failure resulting from a resignation by you) after a written
demand for substantial performance is delivered to you by the
Company's Chief Executive Officer, which demand specifically
identifies the manner in which the Company believes that you have not
substantially performed your duties, and which performance is not
substantially corrected by you within 10 days of receipt of such demand.
For purposes of the previous sentence, no act or failure to act on your
part shall be deemed "willful" unless done, or omitted to be done, by
you not in good faith and without reasonable belief that your action or
omission was in the best interest of the Company.
7. Notice. For the purpose of this Agreement,
notices and all other communications provided for in this Agreement
shall be in writing and shall be deemed to have been duly given when
delivered or mailed by United States registered mail, return receipt
requested, postage prepaid, addressed to the Apple Computer, Inc., 0
Xxxxxxxx Xxxx, XX 00-0X, Xxxxxxxxx, Xxxxxxxxxx 00000, Attn.: Xxxxxx
Xxxxxxx, Chief Administrative Officer, or to you at the address set forth
on the first page of this Agreement or to such other address as either
party may have furnished to the other in writing in accordance herewith,
except that notice of change of address shall be effective only upon
receipt.
8. Miscellaneous.
(a) Amendments, Waivers, Etc. No provision
of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing. No waiver by
either party hereto at any time of any breach by the other party hereto
of, or compliance with, any condition or provision of this Agreement
to be performed by such other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been
made by either party which are not expressly set forth in this
Agreement and this Agreement shall supersede all prior agreements,
negotiations, correspondence, undertakings and communications of the
parties, oral or written, with respect to the subject matter hereof.
(b) Validity. The invalidity or unenforceability
of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall
remain in full force and effect.
(c) Counterparts. This Agreement may be
executed in several counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the same
instrument.
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(d) Withholding. Amounts paid to you
hereunder shall be subject to all applicable federal, state and local
withholding taxes.
(e) Source of Payments. All payments provided
under this Agreement, other than payments made pursuant to a plan
which provides otherwise, shall be paid in cash from the general funds
of the Company, and no special or separate fund shall be established,
and no other segregation of assets made, to assure payment. You will
have no right, title or interest whatsoever in or to any investments
which the Company may make to aid it in meeting its obligations
hereunder. To the extent that any person acquires a right to receive
payments from the Company hereunder, such right shall be no greater
than the right of an unsecured creditor of the Company.
(f) Headings. The headings contained in this
Agreement are intended solely for convenience of reference and shall not
affect the rights of the parties to this Agreement.
(g) Governing Law. The validity,
interpretation, construction, and performance of this Agreement shall be
governed by the laws of the State of California applicable to contracts
entered into and performed in such State.
* * * *
If this letter sets forth our agreement on the terms and
conditions of your employment with the Company, kindly sign and
return to the Company the enclosed copy of this letter which will then
constitute our agreement on this subject.
Sincerely,
APPLE COMPUTER, INC.
By__/s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
Agreed to as of this 2nd day of December, 1996.
__/s/ Xxxx X. Xxxxxxx III__
Xxxx X. Xxxxxxx III
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