Exhibit 10.A.57
Standard
NON-STATUTORY STOCK OPTION AGREEMENT RE: 2003 Employee Stock 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 2003 Employee Stock 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 9(c) of
the Plan.
5. EXERCISE OF OPTION. This option shall be exercisable in
accordance with Section 11 of the Plan as follows:
(i) RIGHT TO EXERCISE. This option shall be exercisable,
cumulatively, as follows:
Number of Shares
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Can be Exercised On
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Must be Exercised Before
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(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 determined by the Administrator
pursuant to Section 9(c) 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.