Exhibit 4.11
NON-STATUTORY STOCK OPTION AGREEMENT RE: 1997 Employee Stock Option Plan
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).
2. 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.
3. 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
submition 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 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.
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(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.
4. 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 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.
5. 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.
6. 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 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 or, where applicable, a
Subsidiary's or Affiliated Company's right to terminate Optionee's
employment at any time.
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