{"id":38940,"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-george-m-scalise.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-apple-computer-inc-and-george-m-scalise","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-apple-computer-inc-and-george-m-scalise.html","title":{"rendered":"Employment Agreement &#8211; Apple Computer Inc. and George M. Scalise"},"content":{"rendered":"<pre>                              \n                      February 26, 1996\n\nMr. George M. Scalise\n26055 Newbridge Road\nLos Altos Hills, California  94022\n                              \n                              \n                    Employment Agreement\n                              \n\nDear George:\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 5 of  this\nAgreement.\n\n     1.   Commencement of Employment.  Your employment under this Agreement\nshall commence on March 1, 1996 (the 'Effective Date').\n\n      2.   Position.  You shall be employed as Executive Vice President and\nChief  Administrative  Officer, reporting to me, in my  position  as  Chief\nExecutive  Officer  and  Chairman  of  the  Board,  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 Four Hundred  Twenty  Thousand\nDollars  ($420,000) per annum as of the Effective Date.  Your  base  salary\nwill  be  paid  to  you  in accordance with the Company's  regular  payroll\npractices applicable to its executive employees.\n\n           (b)   Bonus.  You shall be eligible to participate in the annual\nSenior  Executive  Bonus Plan (domestic) sponsored by the  Company  or  any\nsuccessor plan thereto.  Such bonus program shall\n                            38\n\n\nafford you the opportunity to earn an annual bonus for each fiscal year  of\nthe  Company during your employment.  During the Company's Fiscal Year 1996\nonly,  your  target bonus shall be Three Hundred Fifteen  Thousand  Dollars\n($315,000),  prorated based on that portion of FY96 during  which  you  are\nemployed  by the Company, commencing on the Effective Date.  The amount  of\nyour  annual  bonus  thereafter shall be an amount  equal  to  seventy-five\npercent (75%) of your base salary which shall be reviewed annually  by  the\nCompany.   Each  annual bonus shall be paid to you in accordance  with  the\npayment provisions of the bonus plan 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  Six\nHundred  Thirty Thousand Dollars ($630,000).  Fifty percent (50%)  of  this\nHiring  Bonus,  in  the  amount of Three Hundred Fifteen  Thousand  Dollars\n($315,000),  shall be paid to you within thirty (30) days of the  Effective\nDate of this Agreement.  The balance of your Hiring Bonus, in the amount of\nThree  Hundred Fifteen Thousand Dollars ($315,000), shall be  paid  to  you\nwithin five (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 Company's Board of Directors an initial\nstock  option grant of two hundred forty thousand (240,000) shares of Apple\nComputer, Inc. common stock.  You shall be eligible to participate in  each\nLong-Term Incentive Plan or Arrangement established by the Company for  its\nexecutive  employees in accordance with the terms and  provisions  of  such\nLong-Term  Incentive  Plan or Arrangement.  The Company  shall  revise  and\nrestate  as  appropriate its Long-Term Incentive Plans and Arrangements  in\norder  to  attract and retain the best qualified executives  and  officers.\nYou  will  receive  a reasonable amount of incentives under  the  Company's\nrevised and restated Long-Term Incentive 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                             39\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      ($420,000)\n                                   100% of target bonus\n                                   ($315,000)\n                                   50% of hiring bonus\n                                   ($315,000)\n\n     Following first anniversay    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.    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).   For purposes of the previous sentence,  no  act  or\nfailure  to  act  on your part shall be deemed 'willful'  unless  done,  or\nomitted to be done, by you not in good faith and without reasonable  belief\nthat your action or omission was in the best interest of the Company.\n\n           'Long-Term  Incentive Plan and\/or Arrangement'  shall  mean  the\nApple  Computer, Inc. 1990 Stock Option Plan, as amended, and any successor\nplan thereto.\n\n     6.   Notice.  For the purpose of this Agreement, notices and all other\ncommunications provided for in this Agreement shall be in writing and shall\nbe deemed to have been duly given when delivered or mailed by United States\nmail,  registered, return receipt requested, postage prepaid, addressed  to\nthe  Apple Computer, Inc., 1 Infinite Loop, MS 75-8A, Cupertino, California\n95014, Attn.: Gilbert F. Amelio,  with a copy to the General Counsel of the\nCompany,  or  to  you at the address set forth on the first  page  of  this\nAgreement  or  to such other address as either party may have furnished  to\nthe  other in writing in accordance herewith, except that notice of  change\nof address shall be effective only upon receipt.\n                             40\n\n\n     7.   Miscellaneous.\n\n           (a)   Amendments, Waivers, Etc.  No provision of this  Agreement\nmay  be modified, waived or discharged unless such waiver, modification  or\ndischarge is agreed to in writing.  No waiver by either party hereto at any\ntime  of  any breach by the other party hereto of, or compliance with,  any\ncondition  or  provision of this Agreement to be performed  by  such  other\nparty  shall  be  deemed  a waiver of similar or dissimilar  provisions  or\nconditions  at the same or at any prior or subsequent time.  No  agreements\nor  representations, oral or otherwise, express or implied, with respect to\nthe  subject  matter hereof have been made by either party  which  are  not\nexpressly  set  forth in this Agreement and this Agreement shall  supersede\nall   prior  agreements,  negotiations,  correspondence,  undertakings  and\ncommunications of the parties, oral or written, with respect to the subject\nmatter  hereof;  provided, however, except as expressly set  forth  herein,\nthis  Agreement  shall  not  supersede  the  terms  of  any  stock  options\npreviously  granted  to  you  under  the  Long-Term  Incentive  Plans   and\nArrangements.\n\n           (b)   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           (c)   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          (d)  Withholding.  Amounts paid to you hereunder shall be subject\nto all applicable federal, state and local withholding taxes.\n\n           (e)   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           (f)   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           (g)  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                             41\n\n                              \n                  *       *      *       *\n                              \n      If this letter sets forth our agreement on the subject matter hereof,\nkindly  sign  and return to the Company the enclosed copy  of  this  letter\nwhich will then constitute our agreement on this subject.\n\n\n                              Sincerely,\n\n                              APPLE COMPUTER, INC.\n\n\n                              By_\/s\/ G. F. Amelio__\n                                 Gilbert F. Amelio\n\n\nAgreed to as of this 26th day of February, 1996.\n\n\n\n__\/s\/ George M. Scalise____\n     George M. Scalise\n                             42\n\n\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-38940","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\/38940","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=38940"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38940"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38940"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38940"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}