Exhibit 10.A.57


 


Standard


 


NON-STATUTORY STOCK OPTION AGREEMENT RE: 2003 Employee Stock Plan


 


TO:
                                                                  
[INSERT NAME]


 


DATE
OF GRANT:                                         [INSERT
DATE]


 


On
the Date of Grant shown above, Apple Computer, Inc. (the “Company”), a
California corporation, granted to you (the “Optionee”) an option to purchase
shares of Common Stock, no par value, of the Company, in the number and at the
price as shown above, and in all respects subject to the terms, definitions and
provisions of the 2003 Employee Stock Plan, as amended (the “Plan”) of the
Company, which is incorporated herein by reference, as follows:


 


1.                                       NATURE OF THE OPTION.  This option is intended to be a non-statutory
option and NOT an incentive stock option within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the Code).  The grant of the option is a one-time benefit
offered solely to employees and does not create any contractual or other right
to receive a grant of additional options or other benefits in lieu of
additional options in the future.  Future
option grants, if any, will be at the sole discretion of the Company,
including, but not limited to, the timing of any grant, the number of options,
vesting provisions and the exercise price. 
The future value of the underlying Company shares is unknown and cannot
be predicted with certainty.  If the
underlying Company shares do not increase in value, the option will have no
value.


 


2.                                       NATURE OF THE PLAN.  The Plan is discretionary in nature and the
Company may amend, cancel or terminate the Plan at any time.


 


3.                                       EMPLOYEE PARTICIPATION.  Your participation in the Plan is
voluntary.  The value of the option is an
extraordinary item of compensation outside the scope of your employment
contract, if any.  As such, the option is
not part of normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments.


 


4.                                       OPTION PRICE. 
The Option price indicated above for each share of Common Stock, is not
less than the fair market value per share of Common Stock on the date of grant
of this option, as determined by the Administrator in accordance with Section 9(c) of
the Plan.


 


5.                                       EXERCISE OF OPTION.  This option shall be exercisable in
accordance with Section 11 of the Plan as follows:


 


(i)                                     RIGHT TO EXERCISE.  This option shall be exercisable,
cumulatively, as follows:


 




	
  Number of Shares

  	
   

  	
  Can be Exercised On

  	
   

  	
  Must be Exercised Before

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


(ii)                                  METHOD OF EXERCISE.  This option shall be exercisable by the
submission of a Notice of Exercise form which may be obtained from the Company
and shall state the election to exercise this option, the number of shares in
respect of which this option is being exercised, and such other representations
and agreements as to the holder’s investment intent with respect to such shares
of Common Stock as may be required by the Company.  Such Notice of Exercise form shall be signed
by the Optionee and shall be delivered in person or by mail or by facsimile to
the Company.  When exercising an option,
the Notice of Exercise form shall be accompanied by payment of the purchase
price.  Payment of the purchase price
shall be by cash, check, or other means as determined by the Administrator
pursuant to Section 9(c) of the Plan. 
When executing a same-day-sale, the Notice of Exercise form must be
submitted to Shareholder Relations by 3:00 PM the next business day following
the day of sale.  The certificate or
certificates for shares of Common Stock as to which this option shall be
exercised shall be registered in the name of the Optionee.


 


(iii)                               RESTRICTIONS ON EXERCISE.  This
option may not be exercised if the issuance of such shares upon such exercise
would constitute a violation of any applicable federal or state securities law
or other law or regulation.  As a
condition to the exercise of this option, the Company may require the Optionee
to make such representations, and warranties to the Company as may be required
by any applicable law or regulation, including the execution and delivery of a
representation letter at the time of exercise of this option.


 





















 


6.                                       DATA AUTHORIZATION.  You acknowledge and consent to the
collection, use, processing and transfer of personal data as described in this
paragraph.  The Company, its related
entities, and your employer hold certain personal information about you,
including your name, home address and telephone number, date of birth, social
security number or other employee identification number, salary, nationality,
job title, any shares of stock or directorships held in the Company, details of
all options or any other entitlement to shares of stock awarded, canceled,
purchased, vested, unvested or outstanding in your favor, for the purpose of
managing and administering the Plan (“Data”). 
The Company and/or its related entities will transfer Data amongst
themselves as necessary for the purpose of implementation, administration and
management of your participation in the Plan, and the Company and/or any of its
related entities may each further transfer Data to any third parties assisting
the Company in the implementation, administration and management of the
Plan.  These recipients may be located in
the European Economic Area, or elsewhere, such as the United States.  You authorize them to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing your participation in the Plan,
including any requisite transfer of such Data as may be required for the
administration of the Plan and/or the subsequent holding of shares of stock on
your behalf to a broker or other third party with whom you may elect to deposit
any shares of stock acquired pursuant to the Plan.  You may, at any time, review Data, require
any necessary amendments to it or withdraw the consents herein in writing by contacting
the Company; however, withdrawing your consent may affect your ability to
participate in the Plan.


 


7.                                       NON-TRANSFERABILITY OF OPTION.  This option may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner otherwise than
by will or by the laws of descent or distribution or pursuant to a qualified
domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act or the rules thereunder.  This option may be exercised during the
lifetime of the Optionee only by the Optionee. 
The terms of this option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.


 


8.                                       TERMINATION OF EMPLOYMENT.  Except as expressly provided in the Plan,
this Option shall terminate 90 days following the date of termination of
employment and may be exercised during such 90-day period only to the extent
vested and exercisable as of the date of termination of employment.


 


9.                                       MISCELLANEOUS. 
This Option (a) shall be binding upon and inure to the benefit of any
successor of the Company, (b) shall be governed by the laws of the State
of California, and any applicable laws of the United States, and (c) may
not be amended except in writing.  The
Plan is governed by and subject to U.S. law. 
Interpretation of the Plan and your rights under the Plan will be
governed by provisions of U.S. law.  No
contract or right of employment shall be implied by this Agreement, nor shall
this Agreement in any way interfere with Optionee’s right or the Company’s or,
where applicable, a Subsidiary’s or Affiliated Company’s right to terminate
Optionee’s employment at any time.


 


10.                                 ACCEPTANCE OF OFFER OF OPTION.  Unless you affirmatively refuse the offer of
the option, in writing, within thirty (30) days of the date of this offer, you
will be deemed to have accepted the offer under the terms as provided above and
agree that your participation in the Plan is governed by the terms of the Plan
document.