Sample Business Contracts

Employment Agreement - Apple Computer Inc. and George M. Scalise

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements

Sponsored Links

                      February 26, 1996

Mr. George M. Scalise
26055 Newbridge Road
Los Altos Hills, California  94022
                    Employment Agreement

Dear George:

      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

     1.   Commencement of Employment.  Your employment under this Agreement
shall commence on March 1, 1996 (the "Effective Date").

      2.   Position.  You shall be employed as Executive Vice President and
Chief  Administrative  Officer, reporting to me, in my  position  as  Chief
Executive  Officer  and  Chairman  of  the  Board,  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  Twenty  Thousand
Dollars  ($420,000) 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.

           (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 1996
only,  your  target bonus shall be Three Hundred Fifteen  Thousand  Dollars
($315,000),  prorated based on that portion of FY96 during  which  you  are
employed  by the Company, commencing on the Effective Date.  The amount  of
your  annual  bonus  thereafter shall be an amount  equal  to  seventy-five
percent (75%) of your base salary which shall be reviewed annually  by  the
Company.   Each  annual bonus shall be paid to you in accordance  with  the
payment provisions 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  Six
Hundred  Thirty Thousand Dollars ($630,000).  Fifty percent (50%)  of  this
Hiring  Bonus,  in  the  amount of Three Hundred Fifteen  Thousand  Dollars
($315,000),  shall be paid to you within thirty (30) days of the  Effective
Date of this Agreement.  The balance of your Hiring Bonus, in the amount of
Three  Hundred Fifteen Thousand Dollars ($315,000), shall be  paid  to  you
within five (5) days after the first anniversary of the Effective Date.

           (d)  Long-Term Incentive Compensation.  In consideration of this
Agreement, we will recommend to the Company's Board of Directors an initial
stock  option grant of two hundred forty thousand (240,000) shares of Apple
Computer, Inc. common stock.  You shall be eligible to participate in  each
Long-Term Incentive Plan or Arrangement established by the Company for  its
executive  employees in accordance with the terms and  provisions  of  such
Long-Term  Incentive  Plan or Arrangement.  The Company  shall  revise  and
restate  as  appropriate its Long-Term Incentive Plans and Arrangements  in
order  to  attract and retain the best qualified executives  and  officers.
You  will  receive  a reasonable amount of incentives under  the  Company's
revised and restated Long-Term Incentive Plans and Arrangements.

           (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

     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 five (5) 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:

     Termination Date              Amount

     During 1-year period          100% of annual base salary
     following Effective Date      ($420,000)
                                   100% of target bonus
                                   50% of hiring bonus

     Following first anniversay    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  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).   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.

           "Long-Term  Incentive Plan and/or Arrangement"  shall  mean  the
Apple  Computer, Inc. 1990 Stock Option Plan, as amended, and any successor
plan thereto.

     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
mail,  registered, return receipt requested, postage prepaid, addressed  to
the  Apple Computer, Inc., 1 Infinite Loop, MS 75-8A, Cupertino, California
95014, Attn.: Gilbert F. Amelio,  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.

     7.   Miscellaneous.

           (a)   Amendments, Waivers, 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, except as expressly set  forth  herein,
this  Agreement  shall  not  supersede  the  terms  of  any  stock  options
previously  granted  to  you  under  the  Long-Term  Incentive  Plans   and

           (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.


                              APPLE COMPUTER, INC.

                              By_/s/ G. F. Amelio__
                                 Gilbert F. Amelio

Agreed to as of this 26th day of February, 1996.

__/s/ George M. Scalise____
     George M. Scalise