Exhibit
10.B.20


April 17, 2006


Jon Rubinstein


J.R. Ruby Consulting Corp.


611 Washington Street Suite 2104


San Francisco, CA  94111


Re:                             Consulting
Services for Apple Computer, Inc. (“Apple”)


Dear Jon:


This will confirm that
following your resignation from Apple effective April 14, 2006, Apple has asked
you through your company J.R. Ruby Consulting Corp., a California corporation,
to perform certain consulting services, and that you have agreed to perform
such services (collectively, the “Services”), as and when requested by Apple,
all as set forth in this letter (the “Agreement”).  In general, the Services may consist of
advice regarding the design and development of personal computers, digital
music players, and cell phone devices, and related intellectual property
matters, as agreed between you and Steve Jobs or his designees from time to
time.


You agree to make
yourself available to perform the Services for up to 20% of general weekly
business hours (an average of one business day per week), as mutually scheduled.  You may also be requested to prepare and
provide to Apple certain Work Product (as defined below).  You expressly acknowledge and agree that the
Services, together with any Work Product, are intended to be used for Apple’s
benefit, to assist Apple in the conduct of its business.  Apple will have the right to use, reproduce
and adapt any such Work Product for that purpose.


By signing this
Agreement, you expressly acknowledge and agree that Apple:  (1) is not obligated to request any Services
from you pursuant to this Agreement, (2) has not guaranteed any level of
Services under this Agreement whatsoever, (3) may request you to perform any of
the Services or no Services, in Apple’s sole and absolute discretion.  (4) may procure similar or identical Services
from others, and (4) may also internally develop similar or identical Services
or Work Product.


In connection with your
performance of the Services, you are an independent contractor, and you have
represented the same to Apple.  You
understand and agree that you are not an employee of Apple, that you are
ineligible for any Apple employee benefits under this Agreement, and that no
employment relationship is created by this Agreement.


You will use your own
discretion in performing the Services and will in all respects control the
means and manner of your performance, subject to the express condition that you
will at all times comply with all applicable laws and Apple policies applicable
to the Services provided hereunder (such as business conduct policies).  You will supply all facilities, equipment and
supplies necessary for performance of the Services at no additional cost to
Apple, provided that Apple in its discretion may make a temporary office and
computer systems available to you at its headquarters in connection with your
providing the requested Services.  You
will not offer or give Apple, or any Apple subsidiary or affiliate, or any of
their respective employees or









 



agents, any gratuity, payment or other personal
benefit or inducement with a view toward securing business from Apple or
influencing the terms, conditions or performance of any Services under this
Agreement.


As material consideration
for Apple’s execution of this Agreement, you expressly acknowledge and agree
that (1) any nonpublic information you obtain in the course of performing the
Services under this Agreement, and any nonpublic information you obtained
during the term of your employment with Apple, with respect to potential, past
and current products and services of Apple (collectively, “Products”) shall be
deemed “Confidential Information” as that term is defined below, (2) you are
bound by the terms of the confidentiality and intellectual property agreements
you signed when you joined Apple with respect to all Confidential Information
you learned while you were employed by Apple, and (3) you will not at any time
during the term of this Agreement, directly or indirectly, solicit, entice,
request, divert, recruit or induce any current employee to leave Apple’s employ
or otherwise terminate that person’s relationship with Apple.  You further agree that during the term of
this Agreement, you will not become or be employed, directly or indirectly, by,
nor will you provide consulting services to, any of Intel Corporation, Dell
Inc., Hewlett-Packard Company, Sony Corporation, Motorola Inc., Nokia
Corporation, Samsung Group, Microsoft Corporation, or any other company that is
working on a final product that is a personal computer, digital music player,
or cell phone device, unless otherwise approved in advance by Apple in its sole
discretion.  You agree to provide
sufficient written disclosure of the nature of the employment or consulting
services you wish to render to any such entity so that Apple can evaluate your
requested waiver of this provision. 
Apple acknowledges that your service as a board member of Immersion
Corporation is outside the scope this non-compete.


The following terms and
conditions will govern your performance of the Services under this Agreement:


Term.  The term of this Agreement will begin at
12:01 A.M., Pacific Time, on April 17, 2006 and will continue for twelve months
thereafter until April 16, 2007.  The
parties may by mutual written agreement terminate this Agreement prior to the
expiration of the one-year term.


Fees and Expenses.  Apple will pay you a flat fee of $200,000 for
your performance of the Services during the term of this Agreement.  Such fee shall be payable in equal quarterly
installments of $50,000 within 45 days after the end of each calendar quarter,
upon receipt of your invoice for that quarter’s fee.


Apple will also reimburse
you for all actual and reasonable out-of-pocket travel and accommodation
expenses you incur in connection with your performance of the Services,
provided such expenses have been approved in advance by Steve Jobs, Peter
Oppenheimer, or their designees.  In
order to be reimbursed for any such expenses, you must present us with an
original itemized invoice for such amount. 
All such amounts will be due and payable net forty-five (45) days from
our receipt of the invoice.  If we
disagree with or dispute any expense or any amount on any invoice, we will
advise you promptly and will work with you diligently and in



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good faith to resolve any such dispute.  Apple will have no obligation to reimburse
you for any expenses submitted to us more than sixty (60) days after the
expense is incurred.


Except as set
forth above, Apple will have no obligation to pay or reimburse you for any
other amount with respect to your performance of the Services, and by your
execution of this Agreement, below, you acknowledge that the foregoing sets
forth our entire agreement with respect to compensation for your performance of
the Services.  You are obligated for any
taxes payable by or imposed upon you with respect to any amounts paid to you
under this Agreement, and Apple will have no obligation to withhold any such
taxes from amounts due to you under this Agreement.


Work Product.  (a) To the extent that you produce any
materials in performing the Services, including (but not limited to) notes,
reports, memoranda, analyses, documentation, drawings, computer programs
(source code, object code and listings), derivatives of pre-existing
copyrighted works which you claim, candidate, potential employee, consultant, customer
or prospect lists, inventions conceived or reduced to practice during your
performance of the Services or resulting from or based upon any Apple
Proprietary Information (defined below), creations, designs, trademarks, works
of any kind (including, by way of example only, movies and audio or visual
works), devices, masks, models, work-in-process, and deliverables, all such
materials shall be deemed Work Product. 
Apple will retain ownership of all intellectual property rights (such as
copyrights and trade secrets) in or to any information and/or materials that
Apple supplies to you, or that Apple develops in connection with this Agreement
(“Apple’s Materials”).


(b)                                 All
Work Product produced by you in the course of performing the Services pursuant
to this Agreement shall belong to Apple. 
However, you shall exclusively own any intellectual property rights
(such as copyrights and trade secrets) (i) owned by you prior to the
commencement of Services or (ii) developed or acquired by you independent of
the Services provided under this Agreement, if such intellectual property
rights are incorporated into any Work Product provided, however, that your
rights to these intellectual property rights will not extend to (i) any portion
of Apple’s Materials incorporated into any Work Product, or (ii) to any
information specific to any Products or Apple’s business operations.


(c)                                  You
agree to assign and do hereby expressly assign to Apple all right, title, and
interest in and to the Work Product including any and all moral rights you may
have in any part of the Work Product. 
You also hereby forever waive and agree never to assert any and all
moral rights you may have in any part of the Work Product even after
termination this Agreement.


During and after the term
of this Agreement, you will assist Apple in every reasonable way, at Apple’s
expense, to secure, maintain and defend for Apple’s benefit all copyrights,
patent rights, mask work rights, trade secret rights and other proprietary
rights in and to the Work Product.  You
will promptly notify Apple of any and all inventions conceived or reduced to
practice in the performance of any Services under this Agreement.



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Confidentiality.  You agree that the terms and conditions of
the Apple Computer, Inc. Intellectual Property Agreement executed by you on
February 3, 1997 and attached hereto as Exhibit A (the “IPA”) shall remain in
effect during the term of this Agreement and shall continue to govern your
receipt, use and disclosure of “Proprietary Information” (as defined in the
IPA).  Apple’s right to equitable relief
for your breach of the IPA shall be as specified in Section 5 of the IPA.  Section 3.0(a) of the IPA shall be of no
effect since you are no longer an employee of Apple.


Indemnification.  You agree to be responsible for your own
actions.  You agree to indemnify and hold
harmless Apple and its directors, officers, employees and agents from and
against all claims and losses of any type, including reasonable attorneys’
fees, in connection with, in whole or in part: 
(i) any negligent act or omission by, or any willful misconduct on the
part of, you in the performance of this Agreement; or (ii) your failure to
comply with any applicable Federal, state or local law.


(b)                                 EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES, INCLUDING
NEGLIGENCE, SHALL EITHER PARTY HEREUNDER BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCURRED OR SUFFERED BY THE OTHER
PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION LOST REVENUE, LOSS OF INCOME, OR LOSS OF BUSINESS ADVANTAGE, EVEN IF
THE PARTY SUFFERING SUCH DAMAGES, OR AN AUTHORIZED REPRESENTATIVE OF SUCH
PARTY, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


Assignment.  You agree that you will not subcontract,
delegate, assign or otherwise engage the services of any subcontractor to
perform any portion of the Services under this Agreement without the express
prior written consent of Apple, which Apple may grant or withhold in its sole
discretion.  Subject to the foregoing
sentence, the rights and obligations of Apple and you under this Agreement
shall be binding upon and inure to the benefit of the parties’ respective
successors, executors and administrators, as the case may be.


Attorneys’ Fees.  If any action or proceeding, whether
regulatory, administrative, at law or in equity, is commenced or instituted to
enforce or interpret any of the terms and provisions of this Agreement, the
prevailing party in any such action or proceeding shall be entitled to recover
its reasonable attorneys’ fees, expert witness fees, costs of suit, and
expenses, in addition to any other relief to which such prevailing party may be
entitled.


Notices.  Any notice required or permitted hereunder
shall in writing, and shall be given to you at the address first set forth
above, and to Apple at 1 Infinite Loop, Cupertino, California 95014,
Attention:  General Counsel, or at such
other address as the party may hereafter specify in writing.  Such notice shall be deemed given:  upon personal delivery to the appropriate
address; or three (3) business days after the date of mailing if sent by
certified or registered mail; or one (1) business day after the date of
deposit with a commercial courier service offering next business day service
with confirmation of delivery.



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Complete
Understanding; Modification. 
This Agreement constitutes the full and complete understanding and
agreement between you and Apple relating to your performance of the Services,
and supersedes all prior understandings and agreements relating to such subject
matter.  Any waiver, modification or
amendment of any provision of this Agreement shall be effective only if in
writing and signed by you and an authorized representative of Apple.  The provisions of this Agreement shall
prevail over any conflicting provisions in any purchase order, acceptance
notice or other document generated by either of us except as expressly provided
in the preceding sentence.


Interpretation.  This Agreement has been negotiated by you and
Apple with advice, if desired, from our respective counsel.  This Agreement will be fairly interpreted in
accordance with its terms and without any strict construction in favor of or
against either party.  The headings and
captions herein are included for reference purposes only and shall not affect
the interpretation of the provisions hereof. 
When used herein, the word “including” will not be construed as
limiting.  This Agreement shall be read
with all changes of gender and number required by the context.  If any provision of this Agreement is found
by a court of competent jurisdiction to be unenforceable for any reason, the
remainder of this Agreement shall continue in full force and effect to the
maximum extent permitted by law.


Jurisdiction;
Venue; Dispute Resolution. 
This Agreement is governed by the laws of the State of California,
without regard to its conflict of laws principles.  Both Apple and you hereby consent to venue in
and the exclusive jurisdiction of the state and federal courts located in Santa
Clara County, California.  Any
controversy or claim arising out of or relating to the Services which cannot be
resolved by good faith discussions between us may be submitted to voluntary
non-binding mediation at the request of either of us, with each of us bearing
our own costs of such mediation and one-half the costs of the mediator (who
shall be acceptable to each of us).  If
mediation is not successful within a reasonable period of time, then either of
us can pursue any remedy available or appropriate, including litigation;
provided that Apple will be free to seek equitable relief for any breach by you
of the confidentiality obligations of this Agreement without first seeking to
resolve such matter pursuant to the provisions of this paragraph.


Survival of Terms.  Those provisions of this Agreement that, by
their nature, are intended to survive any expiration or termination of this
Agreement shall so survive.


Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.



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If the foregoing
accurately sets forth your agreement with respect to your performance of the
Services, please sign the enclosed copy of this letter and return it to me.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  APPLE COMPUTER, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Danielle Lambert

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
    VP, HR

  	
   

  
	
   

  
	
   

  
	
  ACCEPTED AND AGREED

  
	
   

  
	
  J. R. Ruby Consulting Corp

  
	
   

  
	
  By:

  	
     /s/ Jon Rubinstein

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
     President

  	
   

  
						



 



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