Exhibit 10.A.6


 


APPLE COMPUTER, INC.


EMPLOYEE STOCK PURCHASE PLAN


(as amended through 4/24/03)


 


 


                The following
constitute the provisions of the Employee Stock Purchase Plan (herein called
the “Plan”) of Apple Computer, Inc. (herein called the “Company”).


 


                1.             Purpose.                The purpose of the Plan is to
provide employees of the Company and its subsidiaries with an opportunity to
purchase Common Stock of the Company through payroll deductions.  It is the intention of the Company to have
the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the
Internal Revenue Code of 1986.  The
provisions of the Plan shall, accordingly, be construed so as to extend and
limit participation in a manner consistent with the requirements of that
section of the Code.


 


                2.             Definitions.


 


                                (a)           “Board”  shall mean the Board of Directors of the
Company.


 


                                (b)           “Common Stock”  shall mean the Common Stock, no par value,
of the Company.


 


                                (c)           “Company”  shall mean Apple Computer, Inc., a
California corporation.


 


                                (d)           “Compensation” shall mean all
regular straight time earnings, payments for overtime, shift premium, incentive
compensation, incentive payments, bonuses and commissions (except to the extent
that the exclusion of any such items is specifically directed by the Board or
its committee).


 


                                (e)           “Designated Subsidiaries”
shall mean the Subsidiaries which have been designated by the Board from time
to time in its sole discretion as eligible to participate in the Plan.


 


                                (f)            “Employee” shall mean:


 


(1)
any person, including an officer, who is customarily employed for at least
twenty (20) hours per week and more than five (5) months in a calendar year by
the Company or one of its Designated Subsidiaries.


 


(2)
Notwithstanding subsection (1), a different rule shall apply to an individual
during any period (A) he or she receives compensation


 


 


 

















 


which is not initially treated by the
Company as “wages”: for payroll tax purposes, (i.e. payments to such individual
are not initially subjected by the Company to income tax, FICA tax, or other
withholdings applicable to wages), if (B) he or she is ultimately determined to
have been a common law employee of the Company during the period, although
initially reported as an independent contractor or treated as employed by a
payroll agency for the period in question. 
In that case, to the extent Section 423 requires such individual to be
treated as retroactively eligible to have participated in the Plan, such
individual shall be treated as an “Employee” during an offering period only to
the extent that he or she satisfies the criteria set forth in the next sentence
as of the start of the offering period. 
The two criteria are that: (A) the individual must be employed by the
Company at least two years and (B) the individual is not a “highly compensated
employee” within the meaning of Section 414(q) of the Internal Revenue Code of
1986.  For the purpose of computing
years of service, all service prior to a break in service shall be ignored to
the extent permitted by Section 423. 
For the purpose of determining an individual’s status as a “highly
compensated employee”, the rules in the Company’s Savings and Investment Plan
shall apply.


 


                                (g)           “Plan”  shall mean this Employee Stock Purchase
Plan.


 


                                (h)           “Section 16 Person” shall mean
any person participating in the Plan who has been designated by the Board of
Directors as having authority to carry out policy-making functions such that
the person is subject to the reporting and short-swing profit regulations of
Section 16 of the Securities Exchange Act of 1934.


 


                                (i)            “Subsidiary” shall mean a
corporation, domestic or foreign, of which not less than 50% of the voting
shares are held by the Company or a Subsidiary, whether or not such corporation
now exists or is hereafter organized or acquired by the Company or a
Subsidiary.


 


                                (j)            “1934 Act Section 16” shall
mean Section 16 of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder.


 


                3.             Eligibility.


 


                                (a)           Any Employee as defined in Section 2
who shall be employed by the Company or one of its Designated Subsidiaries on
the date his or her participation in the Plan is effective shall be eligible to
participate in the Plan, subject to the limitations imposed by Section 423(b)
of the Internal Revenue Code of 1986, as amended.


 


                                (b)           Any provisions of the Plan to the
contrary notwithstanding, no Employee shall be granted an option under the Plan
(i) if, immediately after the grant, such Employee would own shares and/or hold
outstanding options to purchase stock possessing five percent (5%) or more of
the total combined voting power or value of all classes of shares of the
Company or of any Subsidiary of the Company, or (ii) which permits his or her
rights to purchase shares under all employee stock purchase plans of


 


 

















 


the
Company and its Subsidiaries to accrue at a rate which exceeds Twenty-Five
Thousand Dollars ($25,000) of the fair market value of the shares (determined
at the time such option is granted) for each calendar year in which such stock
option is outstanding at any time.


 


                4.             Offering Dates.  The Plan shall be implemented by one
offering during each six-month period of the Plan, commencing on or about
January 1, 1981 and continuing thereafter until terminated in accordance with
Section 19 hereof.  The Board of
Directors of the Company shall have the power to change the duration of
offering periods with respect to future offerings without shareholder approval
if such change is announced at least fifteen (15) days prior to the scheduled
beginning of the first offering period to be affected.


 


                5.             Participation.


 


                                (a)           An eligible Employee may become a
participant in the Plan by completing a subscription agreement authorizing
payroll deductions on the form provided by the Company and filing it with the
Company’s payroll office prior to the applicable offering date.  Once filed, the subscription agreement shall
remain effective for all subsequent offering periods until the participant
withdraws from the Plan as provided in Section 10 hereof or files another
subscription agreement.


 


                                (b)           Payroll deductions for a participant
shall commence on the first payroll following the commencement offering date
and shall continue at the same rate until such time as the participant
withdraws from the Plan as provided in Section 10 hereof or another
subscription agreement is filed which changes the rate of payroll deductions.


 


                6.             Payroll Deductions.


 


                                (a)           At the time a participant files his
or her subscription agreement, he or she shall elect to have payroll deductions
made on each payday during subsequent offering periods at a rate not exceeding
ten percent (10%) of the Compensation which he or she received on such payday,
and the aggregate of such payroll deductions during any offering period shall
not exceed ten percent (10%) of his or her aggregate Compensation during said
offering period.


 


                                (b)           All payroll deductions made by a
participant shall be credited to his or her account under the Plan.  A participant may not make any additional
payments into such account.


 


                                (c)           A participant may discontinue his or
her participation in the Plan as provided in Section 10, or may lower, but not
increase, the rate of his or her payroll deductions (within the limitations set
forth in subsection (a) above) during an offering period by completing and
filing with the Company a new authorization for payroll deductions.  The change in rate shall be effective within
fifteen (15) days following the


 


 

















Company’s
receipt of the new authorization.


 


                                (d)           A participant may increase his or her
rate of payroll deductions (within the limitations set forth in
subsection (a) above) to be effective for the next offering period by
completing and filing with the Company a new authorization for payroll
deductions at least fifteen (15) days before the beginning of said offering
period.


 


                7.             Grant of Option.


 


                                (a)           At the beginning of each six-month
offering period, each eligible Employee participating in the Plan shall be
granted an option to purchase (at the per share option price) up to a number of
shares of the Company’s Common Stock determined by dividing the Employee’s
accumulated payroll deductions (not to exceed an amount equal to ten percent
(10%) of his or her Compensation during the applicable offering period) by the
lower of (i) eighty-five percent (85%) of the fair market value of a share
of the Company’s Common Stock on the date of the commencement of said offering
period, or (ii) eighty-five percent (85%) of the fair market value of a
share of the Company’s Common Stock on the date of the expiration of the
offering period, subject to the limitations set forth in Sections 3(b) and 12
hereof, and subject to the following limitation:  The number of shares of the Company’s Common Stock subject to any
option granted to an Employee pursuant to this Plan shall not exceed two
hundred percent (200%) of the number of shares of the Company’s Common Stock
determined by dividing an amount equal to ten percent (10%) of the Employee’s
semi-annual Compensation as of the date of the commencement of the applicable
offering period by eighty-five percent (85%) of the fair market value of a
share of the Company’s Common Stock on the date of the commencement of said
offering period.  Fair market value of a
share of the Company’s Common Stock shall be determined as provided in Section
7(b) herein.


 


                                (b)           The option price per share of such
shares shall be the lower of:  (i) 85%
of the fair market value of a share of the Common Stock of the Company at the
commencement of the six-month offering period; or (ii) 85% of the fair market
value of a share of the Common Stock of the Company at the time the option is
exercised at the termination of the six-month offering period.  The fair market value of the Company’s
Common Stock on a given date shall be the mean of the reported bid and asked
prices for that date, or if the Common Stock is listed on an exchange or quoted
on the Nasdaq National Market, the closing sale price on such exchange or
quotation system for that date.


 


                8.             Exercise of Option.  Unless a participant withdraws from the Plan
as provided in Section 10, his or her option for the purchase of shares
will be exercised automatically at the end of the offering period, and the
maximum number of full shares subject to option will be purchased for him or
her at the applicable option price with the accumulated payroll deductions in
his or her account.  During his or her
lifetime, a participant’s option to purchase shares hereunder is exercisable
only by him or her.


 


 

















 


                9.             Delivery; Roll-Over of
Fractional Share Interests.


 


                                As
promptly as practicable after the termination of each offering, the Company
shall arrange for the delivery to each participant, as appropriate, of a
certificate representing the number of full shares purchased upon exercise of
his or her option.  No fractional shares
shall be issued. Any cash remaining to the credit of a participant’s account
under the Plan after a purchase by him or her of shares at the termination of
each offering period which is insufficient to purchase a full share of Common
Stock of the Company subject to option shall remain in such participant’s
account and shall be applied to the next succeeding offering period unless the
participant has withdrawn as to future offering periods, in which case such
cash shall be returned to said participant. Any cash attributable to shares in
excess of the number of shares subject to option to the participant (as
determined in accordance with Section 7(a) hereof) shall be returned to
the participant.


 


                10.           Withdrawal; Termination of
Employment.


 


                                (a)           A participant may withdraw all but not less than all the
payroll deductions credited to his or her account under the Plan at any time
prior to the end of the offering period by giving written notice to the
Company.  All of the participant’s
payroll deductions credited to his or her account will be paid to him or her
promptly after receipt of his or her notice of withdrawal and his or her option
for the current period will be automatically terminated, and no further payroll
deductions for the purchase of shares will be made during the offering period.


 


                                (b)           Upon termination of the participant’s
employment prior to the end of the offering period for any reason, including
retirement or death, the payroll deductions credited to his or her account will
be returned to him or her or, in the case of his or her death, to the person or
persons entitled thereto under Section 14, and his or her option will be
automatically terminated.


 


                                (c)           In the event an Employee fails to
remain in the continuous employ of the Company or one of its Designated
Subsidiaries for at least twenty (20) hours per week during the offering period
in which the employee is a participant, he or she will be deemed to have
elected to withdraw from the Plan and the payroll deductions credited to his or
her account will be returned to him or her and his or her option terminated.


 


                                (d)           Except as provided in Section 3(a)
with respect to Section 16 Persons, a participant’s withdrawal from an offering
will not have any effect upon his or her eligibility to participate in a
succeeding offering or in any similar plan which may hereafter be adopted by
the Company.  However, a new
subscription agreement will have to be filed in such case.


 


                11.           No Interest.  No interest shall accrue on the payroll
deductions of a participant in the Plan.


 


 

















 


                12.           Stock.


 


                                (a)           The maximum number of shares of the
Company’s Common Stock which shall be made available for sale under the Plan
shall be thirty-four million (34,000,000) shares, subject to adjustment upon
changes in capitalization of the Company as provided in Section 18. The
shares to be sold to participants under the Plan may, at the election of the
Company, be either treasury shares or shares authorized but unissued.  The maximum number of shares of the Company’s
Common Stock available for sale in any offering period will be established by
the committee of the members of the Board administering the Plan from time to
time, prior to an offering period for all options to be granted during such
offering period, subject to adjustment upon changes in capitalization of the
Company as provided in Section 18. 
If at the termination of any offering period the total number of shares
which would otherwise be subject to options granted pursuant to Section 7(a)
hereof exceeds the number of shares then available under the Plan (after
deduction of all shares for which options have been exercised or are then
outstanding), the Company shall promptly notify the participants, and shall, in
its sole discretion (i) make a pro rata allocation of the shares remaining
available for option grant in as uniform a manner as shall be practicable and
as it shall determine to be equitable, (ii) terminate the offering period
without issuance of any shares or (iii) obtain shareholder approval of an
increase in the number of shares authorized under the Plan such that all
options could be exercised in full.  The
Company may delay determining which of (i), (ii) or (iii) above it shall decide
to effect, and may accordingly delay issuances of any shares under the Plan,
for such time as is necessary to attempt to obtain shareholder approval of any
increase in shares authorized under the Plan. 
The Company shall promptly notify participants of its determination to effect
(i), (ii) or (iii) above upon making such decision.  A participant may withdraw all but not less than all the payroll
deductions credited to his or her account under the Plan at any time prior to
such notification from the Company.  In
the event the Company determines to effect (i) or (ii) above, it shall promptly
upon such determination return to each participant all payroll deductions not
applied towards the purchase of shares.”


 


 


                                (b)           The participant will have no interest
or voting right in shares covered by his or her option until such option has
been exercised.


 


                                (c)           Shares to be delivered to a
participant under the Plan will be registered in the name of the participant or
in the name of the participant and the spouse of the participant.


 


                13.           Administration.  The Plan shall be administered by a
committee of members of the Board of Directors, which committee shall be
appointed by the Board.  The
administration, interpretation or application of the Plan by such committee
shall be final, conclusive and binding upon all participants.  Members of the committee shall not be
permitted to participate in the Plan.


 


 

















 


                14.           Designation of Beneficiary.


 


                                (a)           A participant may indicate in his or
her subscription agreement, or may file a written designation of beneficiary
with respect to, a person who is to receive any shares and cash, if any, from
the participant’s account under the Plan in the event of such participant’s
death subsequent to the end of the offering period but prior to delivery to him
or her of such shares and cash.  In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant’s account under the Plan in the event
of such participant’s death prior to the end of the offering period.


 


                                (b)           Such designation of beneficiary may
be changed by the participant at any time by written notice.  In the event of the death of a participant
and in the absence of a beneficiary validly designated under the Plan who is
living at the time of such participant’s death, the Company shall deliver such
shares and/or cash to the executor or administrator of the estate of the
participant, or if no such executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its discretion, may deliver such
shares and/or cash to the spouse or to any one or more dependents or relatives
of the participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.


 


                15.           Transferability.  Neither payroll deductions credited to a
participant’s account nor any rights with regard to the exercise of an option
or to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 14 hereof) by the participant.  Any such attempt at assignment, transfer,
pledge or other disposition shall be without effect, except that the Company
may treat such act as an election to withdraw funds in accordance with
Section 10.


 


                16.           Use of Funds.  All payroll deductions received or held by
the Company under the Plan may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such payroll
deductions.


 


                17.           Reports.  Individual accounts will be maintained for
each participant in the Plan. 
Statements of account will be given to participating Employees
semi-annually within a reasonable period of time following the stock purchase
date, which statements will set forth the amounts of payroll deductions, the
per share purchase price, the number of shares purchased, the amount of cash
rolled over into the next offering period and the remaining cash balance, if
any.


 


                18.           Adjustments Upon Changes in Capitalization.  Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each option under the Plan which has not yet been exercised and the number of
shares of Common Stock which have been authorized for issuance under the Plan
but have not yet been placed under option (collectively, the “Reserves”), as
well as the price


 


 

















 


per
share of Common Stock covered by each option under the Plan which has not yet
been exercised, shall be proportionately adjusted for any increase or decrease
in the number of issued shares of Common Stock resulting from a stock split or
the payment of a stock dividend (but only on the Common Stock) or any other
increase or decrease in the number of shares of Common Stock effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
“effected without receipt of consideration”. 
Such adjustment shall be made by the Board, whose determination in that
respect shall be final, binding and conclusive.  Except as expressly provided herein, no issue by the Company of
shares of stock of any class, or securities convertible into or exercisable for
shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common Stock
subject to an Option.


 


                The Board may, if
it so determines in the exercise of its sole discretion, also make provision
for adjusting the Reserves, as well as the price per share of Common Stock
covered by each outstanding option under the Plan, in the event that the
Company effects one or more reorganizations, recapitalizations, rights
offerings or other increases or reductions of shares of its outstanding Common
Stock, and in the event of the Company being consolidated with or merged into
any other corporation.


 


                19.           Amendment and Termination of the
Plan.


 


                                (a)           Amendment and Termination.  The Board may at any time amend, alter,
suspend or discontinue the Plan, but no amendment, alteration, suspension or
discontinuation shall be made which would impair the rights of any participant
under any option theretofore granted without his or her consent.


 


                                (b)           Shareholder Approval.  The Company shall obtain shareholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended, or with Section 423 of the Internal Revenue Code of 1986, as amended
(or any successor statute or rule or other applicable law, rule or regulation),
such shareholder approval to be obtained in such a manner and to such a degree
as is required by the applicable law, rule or regulation.


 


                                (c)           Effect of Amendment or Termination.  Any such amendment or termination of the
Plan shall not affect options already granted hereunder and such options shall
remain in full force and effect as if this Plan had not been amended or
terminated.


 


                20.           Notices.  All notices or other communications by a
participant to the Company under or in connection with the Plan shall be deemed
to have been duly given when received in the form specified by the Company at
the location, or by the person, designated by the Company for the receipt
thereof.  All notices or other
communications to a participant by the Company shall be deemed to have been
duly given when sent by


 


 

















 


the
Company by regular mail to the address of the participant on the human
resources records of the Company or when posted on AppleLink or any substitute
general electronic messaging and bulletin board system utilized by the Company.


 


                21.           Conditions Upon Issuance of Shares.  Shares shall not be issued with respect to
an option unless the exercise of such option and the issuance and delivery of
such shares pursuant thereto shall comply with all applicable provisions of
law, domestic or foreign, including, without limitation, the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended, the rules
and regulations promulgated thereunder, and the requirements of any stock
exchange or automated quotation system upon which the shares may then be listed
or quoted, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.


 


                                As
a condition to the exercise of an option, the Company may require the person
exercising such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without
any present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of Law.


                22.           Non-U.S. Employees.  With respect to the Company or any of its Designated Subsidiaries
which employs Participants who reside outside of the United States, and
notwithstanding anything herein to the contrary, the Board may in its sole
discretion amend or vary the terms of the Plan in order to conform such terms
with the requirements of local law to meet the objectives and purpose of the
Plan, and the Board may, where appropriate, establish one or more sub-plans to
reflect such amended or varied provisions.