Sample Business Contracts

Separation Agreement - Apple Computer Inc. and Ian Diery

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                              Separation Agreement

      In  consideration of the mutual agreements set forth below, Ian Diery
("Diery")  and Apple Computer, Inc. ("Apple") agree to the following  terms
and conditions of this Separation Agreement (the "Agreement"):

      1.    Nature  of  Business.  Apple is in the business  of  designing,
developing,  producing,  selling and marketing  computer  systems,  related
products  and  services.  The business practices of Apple  and  the  market
conditions  in which Apple operates change rapidly and these  changes  have
necessitated    prompt    changes   in   management,    and/or    managers'
responsibilities.  These changes are needed from time to time in  the  high
level management positions such as those for which Diery has been employed.

      2.    Resignation  from  Office.  Employee hereby  resigns  from  his
position as Executive Vice President and General Manager, Personal Computer
Division,  effective as the date of this Agreement.  Diery  hereby  resigns
from all other positions he holds on behalf of Apple, its subsidiaries  and
affiliates,  which  positions are set forth at  Exhibit  A  hereto.   Diery
agrees  to  sign  all  appropriate  documentation  prepared  by  Apple   to
facilitate these resignations.

      3.     Employment Status/Termination.  Subject to paragraph 11 below,
from  the  date  of  this Agreement through October 15, 1995  ("Termination
Date")  or  such earlier date as a result of an event under  paragraph  11,
Diery will continue to devote his best efforts to Apple and will remain  an
employee  of  and fiduciary to Apple reporting to Edward B.  Stead.   Until
Termination  Date,  Diery  shall continue to receive  his  regular  salary,
participate  in  the Apple's FY '95 Senior/Executive Incentive  Bonus  Plan
("Bonus  Plan") and receive medical insurance benefits and agrees  that  he
will  use  his  accrued  vacation and sabbatical before  Termination  Date.
Apple  will designate Diery as a participant in Apple's Executive Severance
Plan  ("Plan")  on  or  about August 15, 1995,  or  such  earlier  date  as
determined  between the parties, and Diery will become eligible to  receive
the appropriate compensation and benefits under that Plan.

     4.   Compensation and Benefits Upon Termination.  Subject to paragraph
11 below, at Termination Date, Apple will pay the following:

           a.   Severance Payments.  Under the Plan, on Termination Date as
defined  above,  Diery is eligible to receive a lump sum severance  payment
equal  to  7  months'  pay  and a proration  of  his  FY  '96  bonus,  less
deductions.   Subject  to paragraph 11 below, Apple will  pay  Diery  eight
hundred  eighty  seven thousand, four hundred eighty-five thousand  dollars
($887,485),   less  deductions,  in  full  satisfaction  of   all   Apple's
obligations under the Plan, Bonus Plan and otherwise.  Diery shall be  paid
on or about Termination Date and such payment constitutes full compensation
under  the  Plan  ,  Bonus Plan and otherwise.  There  shall  be  no  other
payments  to Diery except as stated in this paragraph 4(a) and in paragraph
3 above and the amount of such payments shall be subject to paragraph 11.

          b.   Satisfaction of Repayment Obligations.  At Termination Date,
Diery  shall  have  satisfied any and all repayment  obligations  to  Apple
including  specifically his obligation to satisfy his  promissory  note  to
Apple relating to a down payment loan.  A copy of the promissory note  date
December  6,  1989 is attached hereto as Exhibit B.  Diery and Apple  agree
that the principal and interest due and owing as of October 15, 1995 is two
hundred  sixty-one  thousand, seven hundred ninety dollar  and  seventy-one
cents  ($261,790.71).   If this amount (or adjusted  amount  in  the  event
Diery's  Termination Date is prior to October 15, 1995) remains  unpaid  on
Termination Date, Diery agrees that the entire sum may be withheld from the
amounts otherwise payable to him under this Agreement.

           c.   Stock Options.  The Board or Apple's Stock Option Committee
(the  "Committee") previously granted Diery options to purchase  shares  of
Apple  Common  Stock under Apple's 1981 and 1990 Stock  Option  Plans  (the
"1981  and  1990  Plans") and options to purchase  shares  of  stock  under
Apple's  1987  Executive  Long  Term Stock Option  Plan  ("ELTSOP").   Such
options  shall continue to vest and be exercisable in accordance  with  the
terms  of  the grant agreement issued to Diery with respect to such grants,
and  the  terms  of  the 1981 and 1990 Stock Option Plans  and  the  ELTSOP
administered by the Board or the Committee.


          d.   Receipt of Documentation.  Diery acknowledges that he has
previously  received  from Apple copies of pertinent  portions  of  Apple's
Senior/  Executive  Bonus Program, the 1981 and 1990  Stock  Option  Plans,
Apple's  ELTSOP,  the  Vacation and Holiday Policies, and  Apple's  Benefit
Plans  relating  to  health  care,  life insurance,  accidental  death  and
disability,  short  and  long term disability  and  Savings  Plans.   Diery
understands  and agrees to be bound by the written terms and conditions  of
these  various  plans,  policies or programs, and  agrees  that  Apple  has
reserved  the  right  and  option,  in  its  sole  discretion,  to  change,
interpret,  modify  or  terminate these and all other  plans,  policies  or
programs at any time without Diery's consent.

           e.    No  Other Benefits.  Diery will not be entitled to receive
any other compensation, bonus or benefits provided by, through or on behalf
of  Apple,  its  affiliates or subsidiaries, other than benefits  that  are
vested  as of the date of this Agreement and that are payable in accordance
with  the  terms of any applicable Benefit Plan, or otherwise provided  for

      5.    Confidentiality.  The terms of this Agreement are confidential.
Neither  Diery nor Apple will at any time disclose to any third  party  the
fact or terms of this Agreement, except as authorized by this agreement  or
as required by law.  Diery may also make such disclosure to his spouse, tax
advisor  or lawyer, all of whom shall be instructed to keep the information
disclosed to them confidential; any disclosure by any such party  shall  be
deemed  a  disclosure by Diery. Apple and Diery shall  not  disparage  each
other  in their communications in response to all inquiries from the press,
public media or any other third parties regarding this Agreement or Diery's
employment termination.

      6.    Trade Secrets, Proprietary and Confidential Information.  Diery
agrees   to   comply  with  Apple's  "Proprietary  Rights  and  Information
Agreement" which is attached hereto as Exhibit C to this Agreement

      In  addition, Diery agrees to continue to abide by the principles and
guidelines  in  Apple's  Global Ethics brochure, the  terms  of  which  are
incorporated herein.

      On  or  before Termination Date, Diery agrees to promptly return  all
proprietary and confidential information, including but not limited to  all
inventions,   discoveries,   improvements,  computer   programs,   designs,
documentation, notes, plans, drawings and copies thereof to Apple.

      Diery  and  Apple  agree that this section regarding  Trade  Secrets,
Proprietary  and Confidential Information shall survive the termination  of
this Agreement.

     7.   Fiduciary Duties/Non-Competition/Non-Solicitation.  Diery further
recognizes  that  Apple's work force constitutes  an  important  and  vital
aspect  of  its  business.  Diery agrees, therefore, that both  during  his
employment with Apple,and  for  a  period of six months following
Termination Date, he shall  notsolicit, or assist others to become employed
by any firm, company or  other business enterprise.  Diery further
represents that he has no time prior to this Agreement solicited or
encouraged any employee to leave Apple.

      Diery  will  retain his fiduciary responsibilities to  Apple  to  the
extent  provided by law.  For six months following Termination Date,  Diery
will  not, without the prior express written consent of Apple, compete with
Apple  by engaging in or assisting others to develop or market products  or
services that are in competition with Apple products or services.   Diery's
agreement  not  to compete is limited to the states of California  and  New
York only.

      Diery  and  Apple  also  agree, that upon a breach  or  violation  or
threatened breach or violation of any confidentiality, trade secrets,  non-
competition or non-solicitation agreement by Diery contained herein, or  if
any  provision of Sections 5, 6, or 7 of this Agreement, Apple, in addition
to  all other remedies which might be available to it, shall be entitled as
a   matter  of  right  to  equitable  relief  in  any  court  of  competent
jurisdiction, including the right to obtain injunctive relief  or  specific
performance.  Diery and Apple agree that the remedies at law for  any  such
breach  or violation are not fully adequate and that the injuries to  Apple
as a result of the continuation of any breach or violation are incapable of
full  calculation  in  monetary terms and therefore constitute  irreparable
harm.  This paragraph 7 shall survive the termination of this Agreement.


      8.    Indemnification.   All  rights  of  indemnification  previously
provided by Apple to Diery by Apple's By-Laws and/or by the Indemnification
Agreement  dated October 16, 1989, shall continue in full force and  effect
in  accordance with their terms, following the date of this  Agreement.   A
copy  of Diery's Indemnification Agreement is attached hereto as Exhibit  D
to this Agreement.

      9.   Successors.  Apple will require any successor (whether direct or
indirect,  by  purchase,  merger, consolidation or  otherwise)  to  all  or
substantially  all  of  the business and/or assets of  Apple  to  expressly
assume  and agree to perform this Agreement in the manner and to  the  same
extent that Apple would be required to perform it if no such succession had
taken  place.   Failure  of Apple to obtain such assumption  and  agreement
prior  to  the effectiveness of any such succession shall entitle Diery  to
the  benefits listed in paragraph 4 of this Agreement, subject to the terms
and conditions therein.

      10.   Governing  Law.   The  validity,  interpretation,  effect,  and
enforcement of this Agreement shall be governed by the laws of the State of
California without regard to its choice of law principles.

      11.  Entire Agreement.  This Agreement, and Exhibits A, B, C and D to
this  Agreement,  set forth the entire Agreement and understanding  between
Diery   and  Apple,  and  supersede  any  other  negotiations,  agreements,
understandings,  oral  agreements,  representations  or  past   or   future
practices,  whether  written  or oral, by Apple.   This  Agreement  may  be
amended only by written agreement, signed by the parties to be bound by the
amendment.   Parol evidence will be inadmissible to show agreement  by  and
between the parties to any term or condition contrary to or in addition  to
the terms and conditions contained in this Agreement.

      Each  Apple  plan  or  policy  referred  to  herein  directly  or  by
implication (except the 1981 and 1990 Stock Option Plans and the ELTSOP) is
incorporated herein only insofar as it does not contradict this  Agreement.
If  any  inconsistencies exist between this Agreement and any such plan  or
policy, this Agreement shall control.  If any inconsistencies exist between
this Agreement and any such plan or policy, this Agreement and the 1981 and
1990 Stock Option Plans or the ELTSOP, those stock plans shall control.

      Nothing in any such plan, policy, or this Agreement shall change  the
At  Will  nature of Diery's employment under this Agreement and  under  his
employment  agreement dated September 15, 1989, by which either  party  can
terminate  Diery's  employment without regard to cause.  Diery  understands
and  agrees  that  Apple  is  obligated to make the  payments  outlined  in
paragraph  3  and  4  of  this Agreement in the  event  Diery's  employment
terminates before Termination Date for any reason other than:
          a.   by Apple for "Business Reasons" as defined below;
           b.    by  Diery for any reason, except if Diery's employment  is
terminated  for any material  breach by Apple of this Agreement.   In  this
event, Diery will be entitled to the payments outlined in paragraph 3 and 4
adjusted  according  to  the  actual,  accelerated  Termination  Date   and
offsetting  any  payments  made to him prior  to  the  actual,  accelerated
Termination Date;

For purposes of this Agreement only, "Business Reasons" shall mean that you
are terminated for the following reasons:

               (i)  you have engaged in unfair competition with Apple; or

                (ii)  you have induced any customer of Apple to breach  any
contract with Apple;

                (iii)     you have made any unauthorized disclosure  of  or
otherwise  misused any of the secrets  or confidential information of Apple;

                (iv)  you have committed any act of embezzlement, fraud  or
theft with respect to any Apple property;

                (v)  you have violated any Apple policy or guideline or the
terms of this Agreement;


                (vi) you have caused material loss, damage or injury to  or
otherwise   endangered  the  property, reputation   or employees of Apple;

                (vii)      you  have engaged in malfeasance, negligence  or
misconduct,  or  failed  to perform reasonable duties  and responsibilities
consistent with your fiduciary duties and responsibilities to Apple; or

                (viii)     you  have  failed  to  act  in  accordance  with
specific,    reasonable    and    lawful    instructions    from    Apple's
Chief Executive Officer, or his delegate.

      12.   Right to Advice of Counsel.  Diery understands that he has  the
right  to have this Agreement reviewed by his lawyer and acknowledges  that
Apple  has  encouraged him to consult with his lawyer so that he  is  fully
aware   of  his  rights  and  obligations  under  this  Agreement.    Diery
acknowledges that he has done so.

      13.   Modification.   This Agreement may not  be  amended,  modified,
changed or discharged in any respect except as agreed in writing and signed
by Diery and the Chief Executive Officer of Apple Computer, Inc.

     14.  Severability and Interpretation.  In the event that any provision
or  any  portion  of this Agreement is held invalid or unenforceable  by  a
court of competent jurisdiction, such provision or portion thereof shall be
considered separate and apart from the remainder of this Agreement and  the
other  provisions shall remain fully valid and enforceable, provided  that,
if paragraphs 5, 6, 7, 19 and 21 are held to be invalid or unenforceable in
response  to a motion, argument or other act by Diery, then Apple,  at  its
sole  discretion,  may rescind the Agreement and recover all  consideration
paid to Diery under the Agreement.

      15.   Notices.  All notices required by this Agreement shall by given
in  writing  either  by personal delivery or by first  class  mail,  return
receipt requested.  Notices shall be addressed as follows:

     To Apple: Apple Computer, Inc.
               1 Infinite Loop, Mail Stop 38-I
               Cupertino, California 95014
               Attention:  General Counsel

     To Diery : 4175 Woodside Road
                Woodside, California 94062

or  in  each case to such other address as Diery or Apple shall notify  the
other.   Notice given by mail shall be deemed given five (5) days following
the date of mailing.

      16.   Miscellaneous.  The rights and obligations of Apple under  this
Agreement  shall  inure to the benefit of and shall  be  binding  upon  the
present  and  future subsidiaries of Apple, any and all subsidiaries  of  a
subsidiary,  all  affiliated corporations, and successors  and  assigns  of
Apple.  No assignment of this Agreement by Apple will relieve Apple of  its
obligations.   Diery shall not assign any of his rights and/or  obligations
under this Agreement and any such attempted assignment will be void.   This
Agreement shall be binding upon Diery heirs, executors, administrators,  or
other legal representatives and their legal assigns.

      17.   Damage  Limitation.  At Termination Date, Diery  shall  not  be
entitled  to  recover  any  compensation, benefits  or  damages  except  as
specifically described in this Agreement.  This damage waiver provides that
no  damages (including without limitation, special, consequential, general,
liquidated or punitive damages) shall be sought or due from Apple.

      18.   Waiver.   A  waiver by either party of  any  of  the  terms  or
conditions  of  this  Agreement in any instance  shall  not  be  deemed  or
construed  to be a waiver of such term or condition for the future,  or  of
any   subsequent  breach  thereof.   All  remedies,  rights,  undertakings,
obligations, and agreements contained in this Agreement shall be cumulative
and  none  of  them  shall  be in limitation of any  other  remedy,  right,
undertaking, obligation or agreement of either party.


     19.  Release.  Diery hereby completely releases and forever discharges
Michael  Spindler,  Apple,  its  officers,  directors,  agents,  employees,
attorneys,  insurers, subsidiaries and affiliates ("Apple  Parties")  from,
and  covenants  not  to sue any Apple Party with respect  to,  all  claims,
rights,  demands,  actions,  obligations, debts,  sums  of  money,  damages
(including  but  not limited to general, special, punitive, liquidated  and
compensatory  damages)  and  causes of action of  every  kind,  nature  and
character,  known  and  unknown, in law or equity, connected  with  Diery's
employment  relationship  with  the Apple Parties,  or  any  other  act  or
omission of any Apple Party which may have occurred prior to the date  this
Agreement  is  signed.   Diery further agrees that by  his  acceptance  and
negotiation of the payment provided for in paragraph (4) of this Agreement,
he   thereby  completely releases and forever discharges the Apple  Parties
from, and covenants not to sue any Apple Party with respect to, all claims,
rights,  demands,  actions,  obligations, debts,  sums  of  money,  damages
(including  but  not limited to general, special, punitive, liquidated  and
compensatory  damages)  and  causes of action of  every  kind,  nature  and
character,  known  and  unknown, in law or equity, connected  with  Diery's
employment relationship with the Apple Parties, or the termination of  such
relationship,  or any other act or omission of any Apple  Party  which  may
have  occurred  prior  to  Termination Date.  This  release  and  discharge
includes,  but  is  not  limited to, all "wrongful discharge"  claims;  all
claims  relating  to any contracts of employment express  or  implied;  any
covenant of good faith and fair dealing express or implied; any tort of any
nature:  any federal, state, or municipal statute or ordinance; any  claims
under  the  California Fair Employment and Housing Act, Title  VII  of  the
Civil  Rights Act of 1964, 42 U.S.C. Section 1981, and any other  laws  and
regulations  relating to employment discrimination and any and  all  claims
for  attorney's fees and costs.  Diery specifically acknowledges  that  the
foregoing  release includes a complete release and discharge of  all  Apple
Parties  from  any  and  all claims, damages of any kind,  and  claims  for
attorneys fees and costs, under the Age Discrimination in Employment Act of
1967  ("ADEA")  as  amended  by  the Older Worker  Benefit  Protection  Act
("OWBPA").  Diery and Apple agree that part of the consideration payable to
Diery  under this Agreement is consideration that Diery would not otherwise
be  entitled to and is in consideration for Diery's release of claims under
the ADEA as amended by the OWBPA.

     Diery acknowledges that he understands the protections provided by the
OWBPA  and that the provisions of the OWBPA have been met by the  terms  of
this Agreement.  Diery states that he knowingly and voluntarily enters into
this  Agreement.  Diery acknowledges that this Agreement is  written  in  a
manner calculated to be understood by him. Diery further acknowledges  that
this   Agreement  refers  without  limitation  to  rights  under  the   Age
Discrimination  in  Employment  Act.   Diery  understands  that   by   this
Agreement, he does not waive rights or claims that may arise after the date
the  Agreement  is executed.  Diery acknowledges that he is  entering  this
Agreement in exchange for consideration in addition to anything of value to
which  he  already is entitled due to his employment with Apple.   Further,
Diery  acknowledges  that this release of claims under  the  OWBPA  is  not
requested  in connection with an exit incentive program or other employment
termination  program  offered to a group or class of employees  within  the
meaning  of  OWBPA. Diery acknowledges that he has been allowed  up  to  21
(twenty-one) days from the date that he received this Agreement  to  accept
its  terms.  Diery acknowledges he has consulted with an attorney about the
Agreement.  Diery acknowledges that after he signs the Agreement,  he  will
then  be  given  seven (7) days following the date on which  he  signs  the
Agreement  to revoke it and that this Agreement will only become  effective
after this seven (7) day period has lapsed.  Any such revocation must be in
writing  signed  by  Diery  and immediately delivered  to  Apple's  General

      Diery  has  read and expressly waives Section 1542 of the  California
Civil Code, which provides as follows:


     This waiver is not a mere recital, but is a known waiver of rights and
benefits.   This  is  a bargained-for provision of this  Agreement  and  is
further consideration for the covenants and conditions contained herein.

      The  Apple  Parties hereby release and forever discharge  Diery,  his
agents  and  attorneys from, and covenant not to sue Diery, his agents  and
attorneys   with   respect  to,  all  claims,  rights,  demands,   actions,
obligations, debts, sums of money, damages, and causes of action ("claims")
arising from his employment relationship with Apple to the extent permitted
by  law  and  public  policy,  except  for  any  claims  arising  from  any
intentional  acts of misconduct, or any other act taken  in  bad  faith  or
without a reasonable belief that it was in the best interests of the  Apple


     20.  Cooperation.  Diery agrees that at all times he will make himself
available,  for  such  amounts  of time as Apple's  General  Counsel  shall
reasonably deem necessary, to participate in the conduct of and preparation
for any pending or future litigation to which Apple is a party and in which
his experience or knowledge may be relevant.  Diery shall be reimbursed for
reasonable  travel and out-of-pocket expenses incurred  by  virtue  of  his
cooperation  as  described in this paragraph.  In  no  respect  shall  this
provision  be  deemed to pertain to or affect the nature  or  substance  of
Diery  testimony at deposition or trial or in any other truthful  testimony
at deposition or trial or in any other circumstances.

     21.  Remedies in Event of Future Dispute.

           a.    Except as provided in subparagraph (b) below, in the event
of  any  future  dispute, controversy or claim between the parties  arising
from  or  relating to this Agreement, its breach, any matter  addressed  by
this  Agreement,  and/or Diery's employment with Apple through  Termination
Date,  the  parties  will  first attempt to  resolve  the  dispute  through
confidential mediation to be conducted in San Francisco by a member of  the
firm  of  Gregoria,  Haldeman & Piazza, Mediated Negotiations,  625  Market
Street,  Suite  400,  San  Francisco, California 94105.   If  the  parties'
dispute  is  not  resolved through mediation, it will be  resolved  through
binding   confidential  arbitration  to  be  conducted  by  the    American
Arbitration  Association  in  San Francisco,  pursuant  to  its  Commercial
Arbitration   Rules,  and  judgment  upon  the  award   rendered   by   the
Arbitrator(s)  may  be  entered by any court  having  jurisdiction  of  the
matter.   The  prevailing party in such arbitration shall  be  entitled  to
recover  from the losing party, not only the amount of any judgment awarded
in  its  favor,  but  also  any and all costs  and  expenses,  incurred  in
arbitrating the dispute or in preparing for such arbitration.

           b.    In  the  event that a dispute arises concerning compliance
with  this Agreement, either party will be entitled to obtain from a  court
with  jurisdiction  over the parties preliminary and  permanent  injunctive
relief  to enjoin or restrict the other party from such breach or to enjoin
or  restrict  a  third  party  from inducing any  such  breach,  and  other
appropriate  relief, including money damages.  In seeking any such  relief,
however,  the  moving  party will retain the right to  have  any  remaining
portion of the controversy resolved by binding confidential arbitration  in
accordance with subparagraph (a) above.

     By signing the below, the parties agree to the terms hereof, including
the  Exhibits hereto, and agree that this document, and Exhibits A,  B,  C,
and D hereto, sets forth their entire agreement.

                                   APPLE COMPUTER, INC.

     Date                          Edward B. Stead
                                   Vice President and General Counsel
                                   Apple Computer, Inc.

I have read, understand, and agree to the foregoing:

Date                               Ian Diery


  Date                                  Attorney for Ian Diery