{"id":38939,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-apple-computer-inc-and-fred-d-anderson.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-apple-computer-inc-and-fred-d-anderson","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-apple-computer-inc-and-fred-d-anderson.html","title":{"rendered":"Employment Agreement &#8211; Apple Computer Inc. and Fred D. Anderson Jr."},"content":{"rendered":"<pre>March 4, 1996\n\n\nMr. Fred D. Anderson, Jr.\n114 Old Chester Road\nEssex Fells, New Jersey  07021\n\n\n                    Employment Agreement\n                              \n\nDear Mr. Anderson:\n\n           The  following sets forth our agreement regarding the terms  and\nprovisions of your employment as an officer and employee of Apple Computer,\nInc.  (the'  Company'). Capitalized words which are not  otherwise  defined\nherein shall have the meanings assigned to such words in Section 7 of  this\nAgreement.\n\n           1.    Commencement  of  Employment. Your employment  under  this\nAgreement shall commence on April 1, 1996 (the 'Effective Date').\n\n            2.    Position.   You  shall  be  employed  as  Executive  Vice\nPresident\/Chief Financial Officer of the Company and shall report  directly\nto  the  Chief  Executive  Officer of the  Company,  and  your  duties  and\nresponsibilities  to the Company shall be consistent in all  respects  with\nsuch  position.  You shall devote substantially all of your business  time,\nattention,  skills and efforts exclusively to the business and  affairs  of\nthe  Company, other than de minimis  amounts of time devoted by you to  the\nmanagement  of  your  personal finances or to  engaging  in  charitable  or\ncommunity  services.   Your  principal place of  employment  shall  be  the\nexecutive  offices  of the Company in Cupertino, California,  although  you\nunderstand and agree that you will be required to travel from time to  time\nfor business purposes.\n\n          3.   Compensation.\n\n           (a)   Base  Salary.   As compensation to you  for  all  services\nrendered  to the Company and its subsidiaries, the Company will pay  you  a\nbase  salary  at  the rate of not less than five hundred  thousand  dollars\n($500,000)  per  annum as of the Effective Date. Your base salary  will  be\npaid  to  you  in  accordance with the Company's regular payroll  practices\napplicable to its executive employees.\n                             43\n\n\n     (b)  Bonus.  You shall be eligible to participate in the annual Senior\nExecutive  Bonus Plan (domestic) sponsored by the Company or any  successor\nplan  thereto.  Such bonus program shall afford you the opportunity to earn\nan annual bonus for each fiscal year of the Company during your employment.\nDuring the Company's Fiscal Year 1996 only, you shall be guaranteed a bonus\npayout  of at least $400,000.  During the Company's Fiscal Year 1997  only,\nyour  target  annual  bonus will be set at 80% of your  base  salary.   The\namount of your target annual bonus thereafter shall be reviewed annually by\nthe  Company.  Subject to the provision above regarding a guaranteed  bonus\npayout during the Company's Fiscal Year 1996 only, each annual bonus  shall\nbe  paid  to you in accordance with the terms and conditions of  the  bonus\nplan then in effect.\n\n            (c)   Hiring  Bonus.   Subject  to  other  provisions  of  this\nAgreement, the Company shall pay you a Hiring Bonus in the amount of  eight\nhundred  thousand dollars ($800,000).  50% of this Hiring Bonus  ($400,000)\nshall  be  paid  to  you  within 5 days after the Effective  Date  of  this\nAgreement.   The balance of your Hiring Bonus ($400,000) shall be  paid  to\nyou within 5 days after the first anniversary of the Effective Date.\n\n           (d)   Long-Term Incentive Compensation In consideration of  this\nAgreement, we will recommend to the Apple Computer, Inc. Board of Directors\nan  initial  stock option grant of 400,000 shares of Apple  Computer,  Inc.\ncommon  stock.  Each grant vests over a three year period at 33% increments\nbeginning one year from the grant date and shall at all times be subject to\nthe  terms  and conditions of the Long-Term Incentive Plan or  Arrangement.\nYou  shall be eligible to participate in each Long-Term Incentive  Plan  or\nArrangement  established  by  the Company for its  executive  employees  in\naccordance  with the terms and provisions of such Long-Term Incentive  Plan\nor  Arrangement.   The Company shall revise and restate as appropriate  its\nLong-Term  Incentive Plans and Arrangements in order to attract and  retain\nthe  best qualified executives and officers.  You will receive a reasonable\namount  of  incentives under the Company's revised and  restated  Long-Term\nIncentive Plans and Arrangements.\n\n           (e)   Benefits.  You  shall be eligible to  participate  in  all\nemployee  benefit plans and arrangements that the Company provides  to  its\nexecutive  employees  in  accordance with  the  terms  of  such  plans  and\narrangements,  which shall be no less favorable to you, in  the  aggregate,\nthan the terms and provisions available to other executive employees of the\nCompany.\n\n          4.   Termination.\n\n           (a)  Termination for Cause.  If your employment is terminated by\nthe  Company  for Cause, the Company shall pay you the full amount  of  the\naccrued  but  unpaid base salary you have earned through the date  of  your\ntermination,  plus  a cash payment (calculated on the basis  of  your  base\nsalary  then in effect) for all unused accrued vacation.  In addition,  you\nshall  be  entitled to benefits under the employee plans  and  arrangements\ndescribed in Section 3(e) above in accordance with terms and provisions  of\nsuch plans and arrangements.\n                             44\n\n\n           (b)   Termination Other than for Cause. During the five (5) year\nperiod  following the Effective Date only, if your employment is terminated\nby  the Company for reasons other than for Cause, the Company shall pay you\nthe  full  amount  of the accrued but unpaid base salary  you  have  earned\nthrough  the  date of your termination, plus a cash payment (calculated  on\nthe  basis  of  your  base salary then in effect) for  all  unused  accrued\nvacation.   In  addition,  the Company shall pay  you  a  lump  sum  amount\ndepending on the date of your employment termination as follows:\n\n     Termination Date              Amount\n\n     During 1-year period          100% of annual base salary\n     following Effective Date      ($500,000)\n                                   100% of target bonus\n                                   ($400,000)\n                                   50% of hiring bonus\n                                   ($400,000)\n\n      Following first anniversary  100% of annual base salary\n      of Effective Date            100% of target  annual bonus\n\nThere shall be no other payments or benefits on termination.\n\n           5.    Relocation.   The  Company  will  provide  you  with  full\nexecutive  relocation benefits in accordance with the Company's  Relocation\nPolicy  for  executives.  Any additional relocation items  or  arrangements\nwill  be  determined in writing as authorized by the Company's Senior  Vice\nPresident of Human Resources.\n\n           6.    Automobile  Expense.   For  the  first  3  years  of  your\nemployment, the Company will provide you with an annual automobile  expense\nnot to exceed ten thousand dollars ($10,000).\n\n           7.   Definitions.  For purposes of this Agreement, the following\ncapitalized words shall have the meanings set forth below:\n\n           'Cause' shall mean a termination of your employment which  is  a\nresult  of  (i)  your  felony conviction, (ii) your willful  disclosure  of\nmaterial  trade secrets or other material confidential information  related\nto  the  business of the Company and its subsidiaries or (iii) your willful\nand continued failure substantially to perform your duties with the Company\n(other than any such failure resulting from your incapacity due to physical\nor  mental illness or any such actual or anticipated failure resulting from\na resignation by you) after a written demand for substantial performance is\ndelivered  to  you by the Company's Chief Executive Officer,  which  demand\nspecifically identifies the manner in which the Company believes  that  you\nhave not substantially performed your duties, and which performance is  not\nsubstantially  corrected by you within 10 days of receipt of  such  demand.\nFor  purposes of the previous sentence, no act or failure to  act  on  your\npart  shall be deemed 'willful' unless done, or omitted to be done, by  you\nnot  in  good  faith  and without reasonable belief  that  your  action  or\nomission was in the best interest of the Company.\n                             45\n\n\n           'Long-Term  Incentive Plan and\/or Arrangement'  shall  mean  the\nApple  Computer, Inc. 1990 Stock Option Plan, as amended, and any successor\nplans thereto.\n\n           8.   Notice.  For the purpose of this Agreement, notices and all\nother communications provided for in this Agreement shall be in writing and\nshall  be deemed to have been duly given when delivered or mailed by United\nStates   registered  mail,  return  receipt  requested,  postage   prepaid,\naddressed  to  the  Apple  Computer,  Inc.,  1  Infinite  Loop,  MS  75-8A,\nCupertino, California 95014, Attn.: Gilbert F. Amelio, Chairman  and  Chief\nExecutive  Officer,  with a copy to the General Counsel of the Company,  or\nto  you at the address set forth on the first page of this Agreement or  to\nsuch  other  address as either party may have furnished  to  the  other  in\nwriting  in  accordance herewith, except that notice of change  of  address\nshall be effective only upon receipt.\n\n          9.   Miscellaneous.\n\n            (a)   Amendments,  Waivers,  Retention  Agreement,  Etc.     No\nprovision  of  this Agreement may be modified, waived or discharged  unless\nsuch  waiver, modification or discharge is agreed to in writing.  No waiver\nby  either party hereto at any time of any breach by the other party hereto\nof, or compliance with, any condition or provision of this Agreement to  be\nperformed  by  such  other party shall be deemed a  waiver  of  similar  or\ndissimilar  provisions  or  conditions at the  same  or  at  any  prior  or\nsubsequent  time.   No agreements or representations,  oral  or  otherwise,\nexpress  or  implied, with respect to the subject matter hereof  have  been\nmade  by  either party which are not expressly set forth in this  Agreement\nand  this  Agreement  shall  supersede all prior agreements,  negotiations,\ncorrespondence,  undertakings and communications of the  parties,  oral  or\nwritten, with respect to the subject matter hereof; provided, however, that\nthe  Retention  Agreement between you and the Company shall supersede  this\nAgreement in its entirety, with the exception of paragraph 3(c) above, upon\nthe Change in Control Date as specified in the Retention Agreement.\n\n           (b)   Beneficiaries.   If you should die while  any  amount  for\naccrued salary, vacation,  guaranteed bonus during Fiscal Year 1996 only or\nhiring  bonus under paragraph 3(c) of this Agreement would still be payable\nto  you  if  you had continued to live, all such amounts, unless  otherwise\nprovided  herein,  shall  be paid in accordance  with  the  terms  of  this\nAgreement   to   your   personal   or  legal  representatives,   executors,\nadministrators, successors, heirs, distributees, devisees and  legatees  or\nother beneficiary.\n\n           (c)   Validity.   The  invalidity  or  unenforceability  of  any\nprovision of this Agreement shall not affect the validity or enforceability\nof  any other provision of this Agreement, which shall remain in full force\nand effect.\n\n           (d)   Counterparts.  This Agreement may be executed  in  several\ncounterparts, each of which shall be deemed to be an original  but  all  of\nwhich together will constitute one and the same instrument.\n\n          (e)  Withholding.  Amounts paid to you hereunder shall be subject\nto all applicable federal, state and local withholding taxes.\n                             46\n\n\n           (f)   Source  of  Payments.  All payments  provided  under  this\nAgreement,  other  than  payments made pursuant to a  plan  which  provides\notherwise, shall be paid in cash from the general funds of the Company, and\nno  special or separate fund shall be established, and no other segregation\nof  assets  made,  to  assure payment.  You will have no  right,  title  or\ninterest whatsoever in or to any investments which the Company may make  to\naid it in meeting its obligations hereunder.  To the extent that any person\nacquires a right to receive payments from the Company hereunder, such right\nshall be no greater than the right of an unsecured creditor of the Company.\n\n           (g)   Headings.   The headings contained in this  Agreement  are\nintended  solely  for  convenience of reference and shall  not  affect  the\nrights of the parties to this Agreement.\n\n           (h)  Governing Law.  The validity, interpretation, construction,\nand  performance  of this Agreement shall be governed by the  laws  of  the\nState  of California applicable to contracts entered into and performed  in\nsuch State.\n\n                  *       *      *       *\n                              \n           If  this  letter sets forth our agreement on the subject  matter\nhereof,  kindly sign and return to the Company the enclosed  copy  of  this\nletter which will then constitute our agreement on this subject.\n\n\n                                        Sincerely,\n\n                                   APPLE COMPUTER, INC.\n\n\n\n                                   By_\/s\/ G.F. Amelio___\n                                       Gilbert F. Amelio\n\n\nAgreed to as of this 4th day of March, 1996.\n\n\n_\/s\/ F.D. Anderson______ \n     Fred D. Anderson, Jr.\n\n                             47\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6722],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9539,9544],"class_list":["post-38939","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-apple-computer-inc","corporate_contracts_industries-technology__hardware","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38939","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38939"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38939"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38939"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38939"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}