Exhibit
10.A.53


 


APPLE COMPUTER, INC.

OPTION CANCELLATION  AND

RESTRICTED STOCK AWARD AGREEMENT


 


This
Agreement is made March 19, 2003 (the “Effective Date”), by and between
Apple Computer, Inc. (“Apple”) and Steven P. Jobs.


 


In
connection with his services as Chief Executive Officer, Mr. Jobs was granted
an option to purchase 20,000,000 shares of Apple common stock on
January 20, 2000 and an option to purchase 7,500,000 shares on
October 19, 2001 (collectively, the “Options”) pursuant to Apple’s 1998
Executive Officer Stock Plan (the “1998 Plan”).


 


Mr. Jobs and Apple both desire to cancel the Options
in their entirety and Apple desires to grant Mr. Jobs a restricted stock award
of 5,000,000 shares of Apple common stock.


 


Mr. Jobs and Apple agree as follows:


 


1.                                       Cancellation
of Options.  The Options shall be
cancelled and disposed of to Apple as of the Effective Date. Following such
cancellation, Mr. Jobs shall have no rights whatsoever with respect to the
Options.


 


2.                                       Grant
of Restricted Stock.  Apple hereby grants
to Mr. Jobs as of the Effective Date, a restricted stock award of 5,000,000
shares of Apple common stock (the “Shares”) pursuant to the terms and
conditions contained herein and the terms and conditions of the 1998 Plan.


 


3.                                       Vesting of the Shares.


 


(a)                                  Release Date. 
One hundred percent (100%) of the Shares shall be vested on
March 19, 2006 (the “Release Date”) provided that Mr. Jobs has remained
continuously employed by Apple, or any parent or subsidiary of Apple, until such
date.


 


(b)                                 Termination Without Cause Prior to
Release Date.  In the event of termination by Apple of Mr.
Jobs’ employment without “Cause” (as defined below) prior to the Release Date,
the Shares shall be fully vested in Mr. Jobs as of such termination date.


 


(c)                                  Termination Due to Death. 
In the event of termination of employment due to Mr. Jobs’ death prior
to the Release Date, that number of Shares deemed to have vested on a pro rata
daily basis from the Effective Date to the date of death shall be immediately
vested in Mr. Jobs as of the date of death and shall be released from the
Reacquisition Right described below. 
The unvested Shares shall remain subject to the Reacquisition Right.


 

















 


(d)                                 Resignation for Good Reason Following a
Change in Control.  In the event there is a “Change in Control”
of Apple (as defined in Section 15(d) of the 1998 Plan) and as a consequence of
such Change in Control, Mr. Jobs resigns for “Good Reason” (as defined below),
the following acceleration provisions shall apply:


 


(i)                               If such Change of Control and subsequent
resignation for Good Reason occurs during the first eighteen (18) months
following the Effective Date, then 50% of the Shares shall be immediately
vested in Mr. Jobs and shall be released from the Reacquisition Right.


 


(ii)                            If
such Change of Control and
subsequent resignation for Good Reason occurs more than eighteen (18) months
after the Effective Date, then 100% of the Shares shall be immediately vested
in Mr. Jobs and shall be released from the Reacquisition Right.


 


(e)                                  Termination for Other Reasons. 
In the event that Mr. Jobs’ employment with Apple, or any parent or
subsidiary of Apple, terminates prior to the Release Date for any reason other
than those specified in Sections (b), (c) and (d) above, including termination
voluntarily by Mr. Jobs or by Apple for Cause, Apple shall, upon the date of
such termination, have an irrevocable, exclusive option (the “Reacquisition
Right”) to reacquire the Shares at no cost to the Apple.


 


(f)                                    Exercise
of Reacquisition Right.  The
Reacquisition Right shall be exercised by Apple by delivering written notice to
Mr. Jobs or to Mr. Jobs’ executor within ninety (90) days following the date of
termination.  Upon delivery of such
notice, Apple shall become the legal and beneficial owner of the Shares being
reacquired and all rights and interests therein, and Apple shall have the right
to retain and transfer to its own name the Shares being reacquired.


 


(g)                                 Termination
of Reacquisition Right.  If the
Company does not elect to exercise the Reacquisition Right conferred above by
giving the requisite notice within ninety (90) days following the termination
of Mr. Jobs’ employment by Apple, or any parent or subsidiary of Apple, the
Reacquisition Right shall terminate and the Shares shall be fully vested in Mr.
Jobs. The Shares released from the Reacquisition Right shall be delivered to
Mr. Jobs at his request.


 


(h)                                 Certain
Definitions.


 


(i)                                     “Cause”  For purposes of this Section 3, “Cause”
shall mean:  (i) a willful act of
embezzlement, fraud or dishonesty by Mr. Jobs which is materially injurious to
Apple; (ii) Mr. Jobs’ continued violation of his obligation to perform the
duties and responsibilities normally required of a chief executive officer
which are willful or grossly negligent, after Mr. Jobs has been given written
notice from the Apple Board of Directors describing his violations and has
failed to cure or commence to cure such violations within thirty (30) days; or
(iii) Mr. Jobs’ conviction of, or plea of nolo contendere to, a felony which
the Board of 


 


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Directors reasonably
believes has had or will have a material detrimental effect on Apple’s
reputation or business.


 


(ii)                                  “Good
Reason.” For purposes of this Section 3, “Good Reason” shall mean a resignation
by Mr. Jobs of his employment with Apple, or any parent or subsidiary of Apple,
as a result of any of the following:


 


(a)                                  A
meaningful and detrimental alteration of his position, his title, or the nature
or status of his responsibilities (including his reporting responsibilities)
from those in effect immediately prior to the Change in Control.   For purposes of this clause (a), a
meaningful and detrimental alteration shall exist if, on or after the Change in
Control, Mr. Jobs does not hold the position of Chief Executive Officer of the
Company (or the surviving entity resulting from a merger or consolidation of
the Company with another entity (the “Surviving Entity”) or if there is any
adverse change on or after the Change in Control in his title, position or
reporting responsibilities;


 


(b)                                 A
reduction by Apple in Mr. Jobs’ annual base salary as in effect immediately
prior to the Change in Control or as the same may be increased from time to
time thereafter;


 


(c)                                  The
relocation of the Apple office where Mr. Jobs is employed as of the Change in
Control to a location which is more than seventy-five (75) miles away from such
office, or a requirement that Mr. Jobs be based more than seventy-five (75)
miles away from his Apple office as of the Change in Control.


 


4.                                       Restriction
on Transfer.  Mr. Jobs shall not
sell, transfer, pledge, hypothecate or otherwise dispose of any Shares prior to
the Release Date or any earlier lapse or termination of the Reacquisition
Right.


 


5.                                       Escrow
of Shares.  Until the Release Date,
the Shares will be held in book name by Apple’s transfer agent. Subject to the
terms hereof, Mr. Jobs shall have all rights of a shareholder with respect to
such Shares while they are held in escrow, including without limitation, the
right to vote the Shares and receive any cash dividends declared thereon.  If, from time to time during the term of the
Reacquisition Right, there is (i) any stock dividend, stock split or other
change in the Shares, or (ii) any merger or sale of all or substantially all of
the assets or other acquisition of Apple, any and all new, substituted or
additional securities to which Mr. Jobs is entitled by reason of his ownership
of the Shares shall be held on his behalf by the Apple’s transfer agent and
included thereafter as “Shares” for purposes of this Agreement and the
Reacquisition Right.


 


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6.                                       Tax
Consequences.  Mr. Jobs understands
that he (and not Apple) shall be responsible for his own tax liability that may
arise as a result of the transactions contemplated by this Agreement.  Mr. Jobs understands that Section 83 of the
Internal Revenue Code of 1986, as amended (the “Code”) taxes as ordinary income
the difference between the amount paid for the Shares and the fair market value
of the Shares as of the date any restrictions on the Shares lapse.  In this context, “restriction” includes the
right of Apple to reacquire the Shares pursuant to its Reacquisition Right.  Mr. Jobs understands that he may elect to be
taxed at the time the Shares are granted rather than when the Reacquisition
Right lapses by filing an election under Section 83(b) of the Code with the
I.R.S. within 30 days from the date of grant.


 


7.                                       General
Provisions.


 


(a)                                  This
Agreement and the 1998 Plan represent the entire agreement and understanding
between the parties as to the subject matter hereof and supersede all prior or
contemporaneous agreements, whether written or oral.


 


(b)                                 This
Agreement shall be governed by the laws of the State of California without
reference to its conflicts of law principles.


 


(c)                                  No
waiver, alteration or modification of any of the provisions of this Agreement
shall be binding, unless in writing and signed by duly authorized
representatives of the parties hereto. This Agreement shall be binding on, and
shall inure to the benefit of, the parties and their respective successors and
assigns.


 


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


 


IN WITNESS
WHEREOF, the parties have duly executed this Agreement effective as of the date
set forth above.


 


	
  APPLE COMPUTER, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Nancy R. Heinen

  	
   

  	
  /s/ Steve Jobs

  
	
   

  	
   

  
	
  Its:  Senior Vice President

  	
  Steven P. Jobs

  
				



 


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