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0000320193
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10-K
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The Board reviews and approves the base salaries, bonuses, stock options and other compensation of the executive officers and management-level employees of the Company and administers the Company's stock option plans.
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Mr. Jobs who is both a member of the Board and the Company's Chief Executive Officer, does not participate in deliberations of the Board concerning executive compensation.
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The Company's executive compensation program focuses on Company performance, individual performance and increases in stockholder value over time as determinants of executive pay levels.
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These principles are intended to motivate executive officers to improve the financial position of the Company, to hold executives accountable for the performance of the organizations for which they are responsible, to attract key executives into the service of the Company, and to create value for the Company's sharehol...
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The compensation for executive officers is based on two elements: Cash compensation and equity-based compensation.
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CASH COMPENSATION The Company reviews executive compensation surveys in both the computer industry and general industry to ensure that the total cash compensation provided to executive officers and senior management remains at competitive levels so that the Company can continue to attract and retain management personne...
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The compensation of executive officers is reviewed annually.
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BONUSES For fiscal year 2000, the Board established a FY00 Vice Presidents and Directors Incentive Bonus Plan (the "BONUS PLAN"), under which cash bonuses for employees at the level of director and above were determined based on specified revenue, unit shipments and profit targets for the Company.
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Because the Company achieved the metrics specified in the Bonus Plan, payments were made thereunder.
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Executive officers and members of the Board were not eligible to participate in the Bonus Plan and received no other bonuses for fiscal year 2000.
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EQUITY-BASED COMPENSATION In fiscal year 2000, the Board emphasized equity-based compensation, principally in the form of options, as the cornerstone of the Company's executive compensation program.
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Equity awards are typically set by the Board based on industry surveys, each officer's individual performance and achievements, market factors and the recommendations of management.
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In fiscal year 2000, executive officers were eligible to receive grants of stock options under the 1998 Executive Officer Stock Plan ("1998 PLAN").
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In addition, executive officers were eligible to participate in the Company's Employee Stock Purchase Plan.
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During fiscal year 2000, options were granted under the 1998 Plan to Messrs. Jobs, Johnson, and Tamaddon and Ms. Heinen.
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The options granted under the 1998 Plan were at an exercise price equal to the fair market value of the Common Stock on the date of grant and generally vest in increments over a four-year period after grant, subject to the participant's continued employment with the Company.
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However, the options granted to Mr. Jobs will vest in full in July 2001.
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All options granted under the 1998 Plan expire ten years from the date of grant, unless a shorter term is provided in the option agreement or the participant's employment with the Company terminates before the end of such ten-year period.
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COMPENSATION OF THE CHIEF EXECUTIVE OFFICER In December 1999, in recognition of Mr. Jobs' outstanding performance over the previous two and a half years, the Board awarded Mr. Jobs a special executive bonus in the form of a Gulfstream V airplane.
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The Board anticipates delivering the plane to Mr. Jobs during fiscal 2001.
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In January 2000, Mr. Jobs accepted the position of Chief Executive Officer, which he had previously held on an interim basis.
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The Board at that time granted Mr. Jobs 20 million options under the 1998 Plan.
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Mr. Jobs will continue to receive a salary of $1 per year for the services he performs as the Company's Chief Executive Officer.
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SECTION 162(m) The Company intends that options granted under the Company's stock option plans be deductible by the Company under Section 162(m) of the Internal Revenue Code of 1986, as amended.
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MEMBERS OF THE BOARD OF DIRECTORS (EXCLUDING MR. JOBS) William V. Campbell Gareth C.C.
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Chang Millard S. Drexler Lawrence J. Ellison Arthur D. Levinson Jerome B. York PART IV ITEM 14.
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EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Items Filed as Part of Report: 1.
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Financial Statements The financial statements of the Company as set forth in the Index to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K are hereby incorporated by reference.
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2.
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Financial Statement Schedule The financial statement schedule of the Company as set forth in the Index to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K is hereby incorporated by reference.
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3.
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Exhibits The exhibits listed under Item 14(c) are filed as part of this Form 10-K. (b) Reports on Form 8-K The Company filed a current report on Form 8-K dated January 19, 2000, to report under Item 5 (Other Events) that the Company's Board of Directors had granted the Company's CEO, Steven P. Jobs, stock options to pu...
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(c) Exhibits EXHIBIT NUMBER NOTES* - --------------------- ------ DESCRIPTION 2 97/1Q Agreement and Plan of Merger Among Apple Computer, Inc., Blackbird Acquisition Corporation and NeXT Software, Inc., dated as of December 20, 1996 3.1 88-S3 Restated Articles of Incorporation, filed with the Secretary of State of the S...
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3.2 00/3Q Amendment to Restated Articles of Incorporation, filed with the Secretary of State of the State of California on May 4, 2000.
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3.3 00/3Q By-Laws of the Company, as amended through April 20, 2000.
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4.1 89-8A Common Shares Rights Agreement dated as of May 15, 1989 between the Company and the First National Bank of Boston, as Rights Agent.
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4.1.1 96-S3/A Indenture, dated as of June 1, 1996, between the Company and Marine Midland Bank, as Trustee, relating to the 6% Convertible Subordinated Notes due June 1, 2001.
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- ------------------------ * Explanatory notes to Item 14. appear on pages 77-78.
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EXHIBIT NUMBER NOTES* - ------- ------ DESCRIPTION 4.2 94/2Q Indenture dated as of February 1, 1994, between the Company and Morgan Guaranty Trust Company of New York (the "Indenture").
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4.2.1 96-S3/A Form of the 6% Convertible Subordinated Notes due June 1, 2001 included in Exhibit 4.1.1.
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4.3 94/2Q Supplemental Indenture dated as of February 1, 1994, among the Company, Morgan Guaranty Trust Company of New York, as resigning trustee, and Citibank, N.A., as successor trustee.
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4.3.1 96-S3/A Specimen Certificate of Common Stock of Apple Computer, Inc. (Incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-3 (file no.
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33-62310) filed with the Securities and Exchange Commission on May 6, 1993.).
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4.4 94/2Q Officers' Certificate, without exhibits, pursuant to Section 301 of the Indenture, establishing the terms of the Company's 6 1/2% Notes due 2004.
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4.5 94/2Q Form of the Company's 6 1/2% Notes due 2004.
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4.8 96-S3/A Registration Rights Agreement, dated June 7, 1996 among the Company and Goldman, Sachs & Co. and Morgan Stanley & Co.
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Incorporated.
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4.9 97K Certificate of Determination of Preferences of Series A Non-Voting Convertible Preferred Stock of Apple Computer Inc. 4.10 97K Registration Rights Agreement, dated as of August 11, 1997, between Apple Computer, Inc. and Microsoft Corporation.
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10.A.1 93/3Q** 1981 Stock Option Plan, as amended.
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10.A.2 91K** 1987 Executive Long Term Stock Option Plan.
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10.A.3 91K** Apple Computer, Inc. Savings and Investment Plan, as amended and restated effective as of October 1, 1990.
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10.A.3-1 92K** Amendment of Apple Computer, Inc. Savings and Investment Plan dated March 1, 1992.
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10.A.3-2 97/2Q** Amendment No.
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2 to the Apple Computer, Inc. Savings and Investment Plan.
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10.A.5 98/1Q** 1990 Stock Option Plan, as amended through November 5, 1997.
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10.A.6 97K** Apple Computer, Inc.
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Employee Stock Purchase Plan, as amended through May 3, 2000.
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10.A.7 96/1Q** 1996 Senior / Executive Incentive Bonus Plan.
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10.A.8 91K** Form of Indemnification Agreement between the Registrant and each officer of the Registrant.
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10.A.15-1 93K-10A.15** 1993 Executive Restricted Stock Plan.
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- ------------------------ * Explanatory notes to Item 14. appear on pages 77-78.
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** Represents a management contract or compensatory plan or arrangement.
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EXHIBIT NUMBER NOTES* - ------- ------ DESCRIPTION 10.A.25 96/1Q** Summary of Principal Terms of Employment between Registrant and Gilbert F. Amelio.
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10.A.26 96/2Q** Employment Agreement dated February 28, 1996, between Registrant and Gilbert F. Amelio.
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10.A.26-1 97/3Q** Amendment to Employment Agreement, dated May 1, 1997, between Apple Computer, Inc. and Gilbert F. Amelio.
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10.A.27 96/2Q** Employment Agreement dated February 26, 1996, between Registrant and George M. Scalise.
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10.A.28 96/2Q** Employment Agreement dated March 4, 1996, between Registrant and Fred D. Anderson, Jr. 10.A.29 96/2Q** Retention Agreement dated March 4, 1996, between Registrant and Fred D. Anderson, Jr. 10.A.30 96/2Q** Employment Agreement dated April 2, 1996, between Registrant and John Floisand.
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10.A.31 96/2Q** Employment Agreement dated April 3, 1996, between Apple Japan, Inc. and John Floisand.
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10.A.32 96/3Q** Employment Agreement dated June 13, 1996, between Registrant and Robert M. Calderoni.
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10.A.33 96/3Q** Employment Agreement dated June 25, 1996, between Registrant and Ellen M. Hancock.
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10.A.34 96/3Q** Retention Agreement dated June 25, 1996, between Registrant and Ellen M. Hancock.
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10.A.35 96/3Q** Retention Agreement dated June 27, 1996, between Registrant and George M. Scalise.
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10.A.36 96/3Q** Airplane Use Agreement dated June 27, 1996, among Registrant, Gilbert F. Amelio and Aero Ventures.
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10.A.40 96K** Employment Agreement effective June 3, 1996, between Registrant and G. Frederick Forsyth.
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10.A.41 97/1Q** Employment Agreement effective December 2, 1996, between Registrant and John B. Douglas III.
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10.A.42 97/2Q** Senior Officers Restricted Performance Share Plan, as amended through March 25, 1997.
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10.A.43 97/2Q** NeXT Computer, Inc. 1990 Stock Option Plan, as amended.
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10.A.44 97/2Q** Non-Employee Director Stock Plan.
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10.A.45 97/3Q** Retention Agreement dated May 1, 1997 between Apple Computer, Inc. and Fred D. Anderson.
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- ------------------------ * Explanatory notes to Item 14. appear on pages 77-78.
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** Represents a management contract or compensatory plan or arrangement.
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EXHIBIT NUMBER NOTES* ------- ------ DESCRIPTION 10.A.46 97K** Resignation Agreement dated September 22, 1997 between Registrant and Gilbert F. Amelio.
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10.A.47 97K** Retention Agreement dated May 1, 1997 between Registrant and Jon Rubenstein.
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10.A.48 97K** Retention Agreement dated May 1, 1997 between Registrant and Avie Tevanian.
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10.A.49 00/3Q** 1997 Employee Stock Option Plan, as amended through June 27, 2000.
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10.A.50 98/2Q** 1997 Director Stock Option Plan 10.A.51 00/3Q** 1998 Executive Officer Stock Plan, as amended through June 27, 2000.
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10.B.1 88K-10.1 Master OEM Agreement dated as of January 26, 1988 between the Company and Tokyo Electric Co. Ltd. 10.B.7 91-8K-7 Know-how and Copyright License Agreement (Power PC Architecture) dated as of September 30, 1991 between IBM and the Registrant.
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10.B.8 91-8K-8 Participation in the Customer Design Center by the Registrant dated as of September 30, 1991 between IBM and the Registrant.
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10.B.9 91-8K-9 Agreement for Purchase of IBM Products (Original Equipment Manufacturer) dated as of September 30, 1991 between IBM and the Registrant.
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10.B.11 91K Agreement dated October 9, 1991 between Apple Corps Limited and the Registrant.
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10.B.12 92K Microprocessor Requirements Agreement dated January 31, 1992 between the Registrant and Motorola, Inc. 10.B.13 96/2Q Restructuring Agreement dated December 14, 1995, among Registrant, Taligent, Inc. and International Business Machines Corporation.
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10.B.14 96/2Q Stock Purchase Agreement dated April 4, 1996 between Registrant and SCI Systems, Inc. 10.B.16 96/3Q Fountain Manufacturing Agreement dated May 31, 1996 between Registrant and SCI Systems, Inc. 10.B.17 97K Preferred Stock Purchase Agreement, dated as of August 5, 1997, between Apple Computer, Inc. and Micr...
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21 Subsidiaries of the Company.
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23.1 Consent of KPMG LLP.
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24 Power of Attorney.
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27 Financial Data Schedule - ------------------------ * Explanatory notes to Item 14. appear on pages 77-78.
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** Represents a management contract or compensatory plan or arrangement NOTES ----- 88K Incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1988 (the "1988 Form 10-K").
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88-S3 Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (file no.
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33-23317) filed July 27, 1988.
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88K-10.1 Incorporated by reference to Exhibit 10.1 to the 1988 Form 10-K.
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