EXHIBIT 10.A.26.1
Apple Computer, Inc.
0 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
May 1, 1997
Xx. Xxxxxxx X. Xxxxxx
Chairman and Chief Executive Officer
Apple Computer, Inc.
0 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Amendment to Employment Agreement
Dear Xx. Xxxxxx:
Reference is made to the Employment Agreement, dated February
2, 1996 (the "Employment Agreement"), between Apple Computer, Inc. (the
"Company") and you.
This will confirm our agreement that the grant and award of
performance shares pursuant to Section 4(b) of the Employment Agreement for
fiscal years of the Company after the 1996 fiscal year shall be governed by
the terms and provisions of the Apple Computer, Inc. Senior Officers
Restricted Performance Share Plan (the "Performance Share Plan"). In the
event of any conflict between the terms of the Performance Share Plan and the
Employment Agreement with respect to awards of performance shares for fiscal
years afterthe 1996 fiscal year, the terms of the Performance Share Plan shall
govern. In addition, this letter will confirm our agreement that the
definition of "Good Reason" in the Employment Agreement is hereby amended by
adding at the end thereof the following:
"For purposes of clause (i), a meaningful and detrimental alteration shall
exist if, on or after the Change in Control Date, without limitation, any of
the following occurs: (A) at any time you do not hold the position of the
senior most executive officer of the Company (or the surviving entity resulting
from the merger or consolidation (through one or more related transactions)
of the Company with another entity (the "Surviving Entity")); (B) at any time
you do not hold the position of the senior most executive officer of any
entity that beneficially owns a majority of the voting stock of the Company
(or the Surviving Entity) or that has the power to elect a majority of the
Board (or the board of directors of the Surviving Entity) (the "Controlling
Entity"); (C) at any time you do not report directly to the Board (or the
board of directors of the Surviving Entity) and to the board of directors of
any Controlling Entity; (D) at any time you do not have regular direct access
to the Board (or the board of directors of the Surviving Entity) and to the
board of directors of any Controlling Entity or (E) any similar adverse
change on or after the Change in Control Date in your position, titles,
responsibilities or reporting responsibilities."
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This letter constitutes an amendment to your Employment
Agreement within the meaning of Section 10(a) of the Employment Agreement.
Please indicate your agreement by signing the attached copy of this letter
and returning to the undersigned on behalf of the Company.
APPLE COMPUTER, INC.
By: Xxxx X. Xxxxxxxx III
Title: Senior Vice President, General Counsel and Secretary
ACCEPTED AND AGREED
/s/Xx. Xxxxxx X. Xxxxxx
Xx. Xxxxxxx X. Xxxxxx
May 19, 1997
Date
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