4600000 Shares Apple Computer, Inc. - The SWTPC Computer ...

Profit Participation PlanThe Company adopted a Profit Participation Plan for fiscal 1980 under which distributions aremade by the Company to employees in amounts of up to an aggregate of three percent of pre-taxearnings, depending upon the Company's pre-tax profits for each calendar quarter, before adjustmentfor certain items. Disbibutions under the Profit Participation Plan are made by the Company on aquarterly basis within 30 days after the end of the quarter and are allocated among eligibleparticipants in the proportion that their base salary for the quarter bears to the aggregate of allbase salaries of participating employees in that quarter. All persons employed on a regular basisfor at least 30 hours per week with a minimum of six months of service with the Company, withthe exception of corporate officers and directors of operations, are eligible to participate in the ProfitParticipation Plan. For fiscal 1980, · approximately· $379,000 was provided under the Profit ParticipationPlan.Stock Option PlansThe Company had a 1978 Stock Option Plan (the "1978 Option Plan") which was terminatedby the Board in December 1979. In addition, the Company has a 1980 Stock Option Plan (the "1980Option Plan"); adopted by the Board of Directors and approved by the shareholders in December1979, under which a total of 3,200,000 shares of Common Stock were reserved for issuance, and a1981 Stock Option Plan (the "1981 Option Plan"), adopted by the Board of Directors in October1980 and approved by the shareholders in November 1980, under which 1,500,000 shares of CommonStock are reserved for issuance. Each of these plans is administered by the Board of Directors,which has authority to determine optionees, the number of shares to be covered by each option,the time at which each option is exercisable, the exercise price of the options granted, the methodof payment and certain other terms of the options. The exercise prices of options granted under the1978 Option Plan and 1980 OptionPlan have been determined by the Board to be not less thanthe fair value of the shares at the respective dates of grant. The 1981 Option Plan provides thatthe exercise prices of options granted thereunder shall not be less than the fair market value of theshares at the date of grant, as determined by the Board. Any options which·· are cancelled or notexercised within the option period become available for future grants. As of November 30, 1980,options to purchase a total of 5,652,600 shares were outstanding to employees under the Company'sstock option plans. No options have been granted under the 1981 Option Plan.The following table sets forth information as to all options to purchase Common Stock underthe stock option plans which were granted to or exercised by certain officers and all officers anddirectors as a group during the fiscal year ended September 26, 1980, and information as to unexercisedoptions held by such persons as of November 30, 1980.All DirectorsOptions Granted:Number of shares ........ .Average exercise price per share ..Options Exercised:Number of shares ................ .Aggregate purchase price ......... ,Aggregate fair value on date ofexercise ....................... .Unexercised Options:Number of shares .............. .Average exercise price per shareGeneP.Carter160,000$ 15,000$210,000John D.Couch320,000$127,500$765,000F. RodneyHolt106,656$ 19,998$139,986106,688$.19ThomasM.Whitneyand Officersas a Group(7 Persons)160,000 435,000$1.31 $2.781,120,000 1,906,656$ 300,000 $ 724,998$2,620,000 $3,997,486481,688$2.39See "Shares Eligible for Future Sale" and "Description of Securities-Outstanding RegistrationRights" for information concerning the registration of shares reserved under the stock option plans.24