Exhibit 10.A.33
June 25, 1996
Ms. Ellen Hancock
165 Altura Vista
Los Gatos, CA 95030
Employment Agreement
Dear Ellen:
The following sets forth our agreement regarding the terms and
provisions of your employment as an officer and employee of Apple Computer,
Inc. (the" Company"). Capitalized words which are not otherwise defined herein
shall have the meanings assigned to such words in Section 5 of this Agreement.
1. Commencement of Employment. Your employment under this
Agreement shall commence on July 8, 1996 (the "Effective Date").
2. Position. You shall be employed as Executive Vice
President of the Company's Research and Development and Chief Technology
Officer of the Company and shall report directly to the Chief Executive
Officer of the Company, and your duties and responsibilities to the Company
shall be consistent in all respects with such position. You shall devote
substantially all of your business time, attention, skills and efforts
exclusively to the business and affairs of the Company, other than de minimis
amounts of time devoted by you to the management of your personal finances or
to engaging in charitable or community services. Your principal place of
employment shall be the executive offices of the Company in Cupertino,
California, although you understand and agree that you will be required to
travel from time to time for business purposes.
3. Compensation.
(a) Base Salary. As compensation to you for all services
rendered to the Company and its subsidiaries, the Company will pay you a base
salary at the rate of not less than four hundred eighty thousand dollars
($480,000) per annum as of the Effective Date. Your base salary will be paid
to you in accordance with the Company's regular payroll practices applicable
to its executive employees.
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(b) Bonus. You shall be eligible to participate in the annual
Senior Executive Bonus Plan (domestic) sponsored by the Company or any successor
plan thereto. Such bonus program shall afford you the opportunity to earn an
annual bonus for each fiscal year of the Company during your employment.
During the Company's Fiscal Year 1997 only, your target annual bonus will be
three hundred sixty thousand dollars ($360,000). The amount of your target
annual bonus thereafter shall be reviewed annually by the Company. Each annual
bonus, if any, shall be paid to you in accordance with the terms and conditions
of the bonus plan then in effect.
(c) Hiring Bonus. Subject to other provisions of this
Agreement, the Company shall pay you a Hiring Bonus in the amount of two
hundred thousand dollars ($200,000) within 5 days after the Effective Date.
(d) Stock Options. In consideration of this Agreement, we
will recommend to the Apple Computer, Inc. Board of Directors an initial stock
option grant of 300,000 shares of Apple Computer, Inc. common stock. Each
grant vests over a three year period at 33% increments beginning one year from
the grant date and shall at all times be subject to the terms and conditions of
the Apple Computer, Inc. 1990 Stock Option Plan ("1990 Stock Plan").
(e) Benefits. You shall be eligible to participate in all
employee benefit plans and arrangements that the Company provides to its
executive employees in accordance with the terms of such plans and
arrangements, which shall be no less favorable to you, in the aggregate, than
the terms and provisions available to other executive employees of the Company.
4. Termination.
(a) Termination for Cause. If your employment is terminated
by the Company for Cause, the Company shall pay you the full amount of the
accrued but unpaid base salary you have earned through the date of your
termination, plus a cash payment (calculated on the basis of your base salary
then in effect) for all unused accrued vacation. In addition, you shall be
entitled to benefits under the employee plans and arrangements described in
Section 3(e) above in accordance with terms and provisions of such plans and
arrangements.
(b) Termination Other than for Cause. During the three (3)
year period following the Effective Date only, if your employment is terminated
by the Company for reasons other than for Cause, the Company shall pay you the
full amount of the accrued but unpaid base salary you have earned through the
date of your termination, plus a cash payment (calculated on the basis of your
base salary then in effect) for all unused accrued vacation. In addition, the
Company shall pay you a lump sum amount depending on the date of your
employment termination as follows:
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Termination Date Amount
During 1-year period 100% of annual base salary
following Effective Date ($480,000)
100% of target bonus
($360,000)
Following first anniversary 100% of annual base salary
of Effective Date 100% of target annual bonus
There shall be no other payments or benefits on termination.
5. Definitions. For purposes of this Agreement, the following
capitalized words shall have the meanings set forth below:
"Cause" shall mean a termination of your employment which is a
result of (i) your felony conviction, (ii) your willful and unauthorized
disclosure of material trade secrets or other material confidential information
related to the business of the Company and its subsidiaries or (iii) your
willful and continued failure substantially to perform your duties with the
Company (other than any such failure resulting from your incapacity due to
physical or mental illness or any such actual or anticipated failure resulting
from a resignation by you) after a written demand for substantial performance
is delivered to you by the Company's Chief Executive Officer, which demand
specifically identifies the manner in which the Company believes that you have
not substantially performed your duties, and which performance is not
substantially corrected by you within 10 days of receipt of such demand. For
purposes of the previous sentence, no act or failure to act on your part shall
be deemed "willful" unless done, or omitted to be done, by you not in good
faith and without reasonable belief that your action or omission was in the
best interest of the Company.
6. Notice. For the purpose of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage prepaid, addressed to
the Apple Computer, Inc., 1 Infinite Loop, MS 75-8A, Cupertino, California
95014, Attn.: Gilbert F. Amelio, Chairman and Chief Executive Officer, with a
copy to the General Counsel of the Company, or to you at the address set forth
on the first page of this Agreement or to such other address as either party
may have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon receipt.
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7. Miscellaneous.
(a) Amendments, Waivers, Retention Agreement, Etc. No
provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing. No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not expressly set forth in this Agreement and this Agreement shall supersede
all prior agreements, negotiations, correspondence, undertakings and
communications of the parties, oral or written, with respect to the subject
matter hereof; provided, however, that the Retention Agreement between you and
the Company dated June 25, 1996 shall supersede this Agreement in its entirety,
with the exception of paragraph 3(c) above, upon the Change in Control Date as
specified in the Retention Agreement.
(b) Validity. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.
(c) Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
(d) Withholding. Amounts paid to you hereunder shall be
subject to all applicable federal, state and local withholding taxes.
(e) Source of Payments. All payments provided under this
Agreement, other than payments made pursuant to a plan which provides
otherwise, shall be paid in cash from the general funds of the Company, and no
special or separate fund shall be established, and no other segregation of
assets made, to assure payment. You will have no right, title or interest
whatsoever in or to any investments which the Company may make to aid it in
meeting its obligations hereunder. To the extent that any person acquires a
right to receive payments from the Company hereunder, such right shall be no
greater than the right of an unsecured creditor of the Company.
(f) Headings. The headings contained in this Agreement are
intended solely for convenience of reference and shall not affect the rights of
the parties to this Agreement.
(g) Governing Law. The validity, interpretation,
construction, and performance of this Agreement shall be governed by the laws
of the State of California applicable to contracts entered into and performed
in such State.
* * * *
If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter which
will then constitute our agreement on this subject.
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Sincerely,
APPLE COMPUTER, INC.
By /s/ Gilbert F. Amelio
Gilbert F. Amelio
Chairman and C.E.O.
Agreed to as of this 30th day of June, 1996.
/s/ Ellen M. Hancock
Ellen Hancock
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