Sample Business Contracts

Separation Agreement - Apple Computer Inc. and Daniel Eilers

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                              Separation Agreement

      In  consideration  of the mutual agreements set forth  below,  Daniel
Eilers ("Eilers") 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  Eilers  has  been

      2.    Resignation from Office and Rescission of Retention  Agreement.
Employee  shall  resign from his position as Senior Vice  President,  World
Wide  Marketing & Customer Solutions of Apple, effective as of December  1,
1995.  Eilers hereby resigns from all other positions he holds on behalf of
Apple,  its  subsidiaries and affiliates effective as of December  1,  1995
(except as an employee), which positions are set forth at Exhibit A hereto.
Eilers  agrees to sign all appropriate and mutually agreeable documentation
prepared by Apple to facilitate these resignations.

      Eilers  and Apple agree that in exchange for the terms and conditions
of  this Agreement, the June 9, 1995 Retention Agreement between Eilers and
Apple,   a  copy  of  which  is attached hereto as  Exhibit  B,  is  hereby
rescinded  and  that  neither party has any further rights  or  obligations
under the Retention Agreement.


      3.     Employment Status/Termination.  Subject to paragraph 11 below,
from  the  date  of  this Agreement through February 1, 1996  ("Termination
Date")  or  such earlier date as a result of an event under  paragraph  11,
Eilers will continue to devote his best efforts to Apple and will remain an
employee  of and fiduciary to Apple reporting to Edward B. Stead.   On  and
after  December 1, 1995, Eilers will not be required to perform any  duties
for  or  on behalf of Apple.  Until Termination Date, Eilers shall continue
to  receive  his regular salary and receive full employee benefits.   Apple
will  designate Eilers as a participant in Apple's Executive Severance Plan
("Plan"), on or about December 1, 1995, and Eilers will become eligible  to
receive the appropriate compensation and benefits under that Plan valued as
of February 1, 1996.

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

           a.    Severance  Payments.  Under this Agreement and  the  Plan,
Eilers  is  eligible to receive a lump sum severance payment  based  on  13
years  and  6  months  of  employment  and  a  proration  of  his  FY   '96
Senior/Executive Incentive Bonus Plan ("Bonus Plan"), less deductions,  and
a  payout  of  his accrued vacation.  Subject to paragraph 11 below,  Apple
will  pay Eilers five hundred fifteen thousand, seven hundred fifty dollars
($515,750), less payroll tax deductions, and an additional amount equal  to
Eilers'  accrued  vacation  through  Termination  Date,  less  payroll  tax
deductions, in full satisfaction of all Apple's obligations under the Plan,
Bonus  Plan  and otherwise.  Eilers shall be paid on or before  Termination
Date  and such payment constitutes full compensation under the Plan , Bonus
Plan  and  otherwise. There shall be no other payments to Eilers except  as
stated  in  this paragraph 4(a) and in paragraph 3 above and the amount  of
such payments shall at all times remain subject to paragraph 11.


          b.   Stock Options.  Apple's Board of Directors (the "Board")
previously granted Eilers 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  Eilers with respect to such grants, and the terms of the 1981 and 1990
Stock Option Plans and the ELTSOP administered by the Board.

          c.   Receipt of Documentation.  Eilers acknowledges that he has
previously received from Apple copies of pertinent portions of Apple's
Executive Severance Plan,  Apple's Senior/ Executive Bonus Program, Apple's
1981 and 1990 Stock Option Plans, Apple's ELTSOP, Apple's 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.  Eilers 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 Eilers's consent so long as
such action does not conflict with or reduce Eiler's rights under this

           d.   Outplacement.  Apple will provide Eilers with the following
outplacement benefits:

           (1)   Until August 1, 1996, or such earlier date as the  parties
may  agree,  Apple will maintain as active Eilers' phone number  and  phone
line  at  (408) 974-2303 so that Eilers may continue to receive calls  with
voice  mail  box access.  Eilers agrees that his voice mail  greeting  will
refer  callers  of  a personal nature to another number and  will  instruct
callers  with Apple business to either leave a message or to another  Apple
phone  number.  Eilers agrees to forward to Edward B. Stead any  calls  for
and  on  behalf of Apple.  Apple will maintain Eilers' name and  number  in
Apple's  directory  so that Apple operators will continue  to  be  able  to
transfer calls to Dan Eilers' phone number and phone line.


           (2)   Until August 1, 1996, Apple will forward any personal mail
directed to Eilers but received by Apple to Eilers' home address.

           (3)   Apple  will  provide Eilers with a non-employee  AppleLink
account, at  Apple's expense, through August 1, 1996.

           (4)   Apple  will  provide Eilers with  an  outplacement  office
through December 1, 1996, or such earlier date as the parties may agree to,
otherwise in accordance with the outplacement benefits under the Plan.

           e.    No Other Benefits.  Eilers 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 Termination Date and that are payable in accordance with  the
terms of any applicable Benefit Plan, or otherwise provided for herein.

      5.    Confidentiality.  The terms of this Agreement are confidential.
Neither  Eilers 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.  Eilers may also make such disclosure to his immediate
family  members,  his  tax advisor and/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 Eilers.  Apple
and  Eilers  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 Eilers's employment termination.

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

      In addition, Eilers agrees to continue to abide by the principles and
guidelines  in  Apple's  Global Ethics brochure, the  terms  of  which  are
incorporated  herein  to  the  extent  it  applies  to  employees   through
Termination Date and to former employees thereafter.


      On  or  before Termination Date, Eilers agrees to promptly return  to
Apple  or  its  records  retention  designee  all  Apple  proprietary   and
confidential information, including but not limited to all business  plans,
financial   records,   inventions,  discoveries,   improvements,   computer
programs, designs, documentation, notes, plans, drawings and copies thereof
to Apple.  Apple hereby gives to Eilers the equipment identified at Exhibit
D and all manuals and documents which came with such equipment.

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

      7.    Fiduciary  Duties/Non-Solicitation.  Eilers further  recognizes
that  Apple's work force constitutes an important and vital aspect  of  its
business.   Eilers agrees that  during his employment with Apple  he  shall
not  solicit, or assist others employed by Apple to become employed by  any
firm,  company  or  other business enterprise without the  consent  of  and
direction  from  Apple.  Through February 1, 1997,  Eilers agrees  that  he
shall not solicit, or assist others employed by Apple to become employed by
any  firm, company or other business enterprise.  Eilers further represents
that he has no time prior to the date this Agreement is signed solicited or
encouraged any employee to leave Apple without the consent of and direction
from  Apple.  Nothing in this Agreement will prevent Eilers from  providing
favorable recommendations or favorable references on behalf of persons  who
previously worked with Eilers.

      Eilers  and  Apple  also agree, that upon a breach  or  violation  or
threatened  breach or violation of any confidentiality, trade secrets,   or
non-solicitation agreement by Eilers 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.  Eilers 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  Eilers  by  Apple's  By-Laws   and/or   by   the
Indemnification Agreement dated May 19, 1992 shall continue in  full  force
and  effect  in  accordance with their terms, following the  date  of  this
Agreement.  A copy of Eilers's Indemnification Agreement is attached hereto
as Exhibit E 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 Eilers  to
the benefits listed in paragraphs 3 and 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, D & E to
this  Agreement,  set forth the entire Agreement and understanding  between
Eilers  and  Apple,  and  supersede  any  other  negotiations,  agreements,
understandings,  oral  agreements,  representations  or  past   or   future
practices, whether written or oral, by Apple, except as otherwise  provided
herein.  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) is  incorporated
herein  only  insofar  as it does not contradict this  Agreement.   If  any
inconsistencies exist between this Agreement and any such plan,  policy  or
program,  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, those stock plans shall control.


      Nothing in any such plan, policy, or this Agreement shall change  the
At  Will nature of Eilers's employment under this Agreement by which either
party  can  terminate Eilers's employment without regard to cause.   Eilers
understands  and  agrees  that  Apple is obligated  to  make  the  payments
outlined  in  paragraph  3 and 4 of this Agreement in  the  event  Eilers's
employment terminates before Termination Date for any reason other than:

          a.   by Apple for "Business Reasons" as defined below;
           b.   by Eilers for any reason, except if Eilers's employment  is
terminated  for any material  breach by Apple of this Agreement.   In  this
event, Eilers 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 his prior  to  the  actual,  accelerated
Termination Date;

For  purposes  of this Agreement only, "Business Reasons" shall  mean  that
Eilers is terminated for any of the following reasons:

          (i)  engaging in unfair or unlawful competition with Apple; or

          (ii) inducing any customer of Apple to breach any contract  with
Apple; or

          (iii)making  any unauthorized disclosure of  or  otherwise
misusing any of the secrets or confidential information of Apple; or

          (iv) committing any act of embezzlement, fraud or material theft
with respect to any Apple property; or

           (v) violating any Apple policy or guideline or the terms of this
Agreement; or

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


           (vii)engaging in malfeasance, negligence or misconduct,  or
failing to perform reasonable duties and responsibilities consistent with your
duties and responsibilities to Apple; or

           (viii)failure to act in accordance with specific, reasonable
and  lawful instructions from Apple's  Chief  Executive Officer, or his

      12.  Right to Advice of Counsel.  Eilers understands that he has  the
right  to have this Agreement reviewed by his lawyer and acknowledges  that
Apple  has  encouraged his to consult with his lawyer so that he  is  fully
aware   of  his  rights  and  obligations  under  this  Agreement.   Eilers
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 Eilers 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  paragraph  2, 5, 6, 7, 19 or 21 are held to be invalid or unenforceable
in  response to a motion, argument or other act by Eilers, then  Apple,  at
its   sole   discretion,  may  rescind  the  Agreement  and   recover   all
consideration paid to Eilers 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 Eilers : 1224 Miraflores Way
                 Los Altos, CA 94024

or  in each case to such other address as Eilers 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.  Eilers 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 and inure to the benefit  of  Eilers,  his
heirs, executors, administrators, or other legal representatives and  their
legal assigns.

      17.   Damage  Limitation.  At Termination Date, Eilers 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.   Eilers  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
Eilers'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.  Eilers 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  Eilers'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.  Eilers 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").  Eilers and Apple agree that part of  the
consideration payable to Eilers under this Agreement is consideration  that
Eilers  would  not  otherwise be entitled to and is  in  consideration  for
Eilers's release of claims under the ADEA as amended by the OWBPA.

      Eilers  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.  Eilers states that he knowingly and voluntarily enters
into this Agreement.  Eilers acknowledges that this Agreement is written in
a  manner  calculated to be understood by him. Eilers further  acknowledges
that  this  Agreement  refers without limitation to rights  under  the  Age
Discrimination  in  Employment  Act.   Eilers  understands  that  by   this
Agreement,  he  does  not  waive rights or  claims  that  may  arise  after
Termination  Date.  Eilers 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,  Eilers
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. Notwithstanding this provision, Eilers acknowledges  that
he  has  been  allowed up to forty five (45) days from  the  date  that  he
received  this  Agreement to accept its terms. Eilers acknowledges  he  has
consulted  with  an attorney about the Agreement. Eilers 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  Eilers  and
immediately delivered to Apple's General Counsel.

      Eilers  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 Eilers,  his
agents  and attorneys from, and covenant not to sue Eilers, 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.  Eilers agrees that he will make himself  available
at  reasonable  times and intervals  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.  Eilers 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  Eilers  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 Eilers'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 California


Employment  Dispute Resolution 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,  D
&  E  hereto,  sets  forth  their  entire agreement,  except  as  otherwise
expressly provided herein.

                                   APPLE COMPUTER, INC.

Date   1/18/96                     By _/s/ Edward B. Stead_____________
                                      Edward B. Stead
                                      Vice President and General Counsel
                                      Apple Computer, Inc.
I have read, understand, and agree to the foregoing:

Date  12/11/95                     By _/s/ Daniel Eilers  ________________
                                      Daniel Eilers


Date   12/12/95                    By _/s/ Cynthia Carlson_____________
                                      Cynthia Carlson, Esq.
                                      Gray, Cary, Ware & Freidenrich
                                      Attorneys for Daniel Eilers