APPLE COMPUTER, INC.
2003 Committee Charter : AAPL
COMPENSATION COMMITTEE CHARTER
There shall be a Committee of the Board of Directors to be known as the
Compensation Committee with purpose, composition, duties and responsibilities, as
Purpose of the Committee. The Committee shall (i) establish and modify compensation
and incentive plans and programs, and (ii) review and approve compensation and awards
under compensation and incentive plans and programs for elected officers of the
Corporation and (iii) be the administering committee for certain stock option and other
stock-based plans as designated by the Board.
Composition. The members of the Committee shall be appointed by the Board of
Directors. The Committee will be composed of not less than three Board members. Each
member shall be "independent" in accordance with applicable law, including the rules
and regulations of the Securities and Exchange Commission and the rules of the Nasdaq
Stock Market. The Chairman of the Committee shall be designated by the Board of
Directors. The Chairman of the Board, any member of the Committee or the Secretary of
the Corporation may call meetings of the Committee.
Authority and Resources. The Committee may request any officer or employee of the
Corporation or the Corporation's outside counsel to attend a Committee meeting. The
Committee has the right at any time to obtain advice, reports or opinions from internal
and external counsel and expert advisors and have the authority to hire independent legal,
financial and other advisors as it may deem necessary, at the Corporation's expense,
without consulting with, or obtaining approval from, any officer of the Corporation in
Duties and Responsibilities. The duties of the Committee shall include the following:
programs (other than those administered by the Benefits Committee).
the performance of all executive officers, including the Chief Executive
elected officers of the Corporation and its subsidiaries, including the Chief
and equity arrangements that may be adopted by the Corporation from
time to time, with such authority and powers as are set forth in the
respective plans' instruments, including but not limited to the granting of
options to employees.
for officers and director-level employees of the Corporation and its
subsidiaries that go beyond the Board's adopted criteria for management
authority, if it is determined by the members of the Committee that
approval by the full Board is not necessary.
establishment or modification of employee stock-based plans for the
Corporation and its subsidiaries.
regarding other compensation plans.
Corporation's proxy statement.
requirements at least once a year.
allowed under applicable law.
Exceptions. Notwithstanding any implication to the contrary above:
employee benefit plans (such as medical or insurance plans) not
specifically delegated to the Committee, and the consideration and
approval of any such plans shall remain the responsibility of the Board,
the Benefits Committee or the officers of the Corporation and its
subsidiaries, depending on the amounts involved.
responsible for administering, the Committee shall take into account
compensation received from all sources, including plans or arrangements
which it is not responsible to administer.
requirements of Section 162(m) of the Internal Revenue Code when
reviewing and approving compensation for executive officers and, if
deemed advisable, have such compensation approved by no less than two
outside Committee members. If the Committee does not have two outside
directors as defined in Section 162(m) of the Internal Revenue Code, such
compensation should be approved by a majority of the outside Board
applicable law, the Corporation's charter, or the Corporation's bylaws
require be approved by a vote of the whole Board.