AAPL » Topics » Compensation Committee Interlocks and Insider Participation

This excerpt taken from the AAPL DEF 14A filed Jan 12, 2010.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee members whose names appear in the section entitled “Board Committees” were Compensation Committee members during all of 2009, except that Ms. Jung was appointed to the Compensation Committee on February 25, 2009. Mr. Campbell formerly served as an officer of the Company and of FileMaker, Inc., a subsidiary of the Company. No other member of the Compensation Committee is or has been an executive officer of the Company, and no member of the Compensation Committee had any relationships requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director of the Company or member of the Compensation Committee during 2009.

 

12


This excerpt taken from the AAPL DEF 14A filed Jan 7, 2009.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee members whose names appear in the section entitled “Board Committees” were Compensation Committee members during all of fiscal 2008. Mr. Campbell formerly served as an officer of the Company and of FileMaker, Inc., a subsidiary of the Company. No other member of the Compensation Committee is or has been an executive officer of the Company, and no member of the Compensation Committee had any relationships requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director of the Company or member of the Compensation Committee during fiscal 2008.

 

13


This excerpt taken from the AAPL DEF 14A filed Jan 23, 2008.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee members whose names appear in the section entitled “Board Committees” were Compensation Committee members during all of fiscal year 2007. Mr. Campbell formerly served as an officer of the Company and of FileMaker, Inc., a subsidiary of the Company. No other member of the Compensation Committee is or has been a former or current executive officer of the Company, and no member of the Compensation Committee had any relationships requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director of the Company or member of the Compensation Committee during the 2007 fiscal year.

These excerpts taken from the AAPL 10-K filed Nov 15, 2007.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee members whose names appear on the Compensation Committee Report above were committee members during all of fiscal year 2007. Mr. Campbell formerly served as an officer of the Company and of FileMaker, Inc., a subsidiary of the Company. No other member of the Compensation Committee is or has been a former or current executive officer of the Company, and no member of the Compensation Committee had any relationships requiring disclosure by the Company under the SEC's rules requiring disclosure of certain relationships and related-party transactions. None of the Company's executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director or member of the Compensation Committee during the fiscal year ended September 29, 2007.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Compensation Committee Interlocks and Insider Participation



The Compensation Committee members whose names appear on the Compensation Committee Report above were committee members during all of fiscal year 2007. Mr. Campbell
formerly served as an officer of the Company and of FileMaker, Inc., a subsidiary of the Company. No other member of the Compensation Committee is or has been a former or current executive
officer of the Company, and no member of the Compensation Committee had any relationships requiring disclosure by the Company under the SEC's rules requiring disclosure of certain relationships and
related-party transactions. None of the Company's executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other
entity, the executive officers of which served as a director or member of the Compensation Committee during the fiscal year ended September 29, 2007.



114









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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters




This excerpt taken from the AAPL DEF 14A filed Apr 16, 2007.

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation Committee are Messrs. Campbell, Drexler and Gore, none of whom are employees of the Company and all of whom are considered “independent” directors under the applicable NASD listing standards. There were no interlocks or insider participation between any member of the Board or Compensation Committee and any member of the board of directors or compensation committee of another company.

These excerpts taken from the AAPL 10-K filed Dec 29, 2006.

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation Committee are Messrs. Campbell, Drexler and Gore, none of whom are employees of the Company and all of whom are considered “independent” directors under the applicable NASDAQ rules. There were no interlocks or insider participation between any member of the Board or Compensation Committee and any member of the board of directors or compensation committee of another company.

129




Compensation
Committee Interlocks and Insider Participation



The current members of the
Compensation Committee are Messrs. Campbell, Drexler and Gore, none of
whom are employees of the Company and all of whom are considered “independent”
directors under the applicable NASDAQ rules. There were no interlocks or
insider participation between any member of the Board or Compensation Committee
and any member of the board of directors or compensation committee of another
company.




129










This excerpt taken from the AAPL DEF 14A filed Mar 13, 2006.

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation Committee are Messrs. Campbell, Drexler and Gore, none of whom are employees of the Company and all of whom are considered “independent” directors under the applicable NASDAQ rules. There were no interlocks or insider participation between any member of the Board or Compensation Committee and any member of the board of the directors or compensation committee of another company.

 

5


Table of Contents
These excerpts taken from the AAPL 10-K filed Dec 1, 2005.
Compensation Committee Interlocks and Insider Participation

The current members of the Compensation Committee are Messrs. Campbell, Drexler and Gore, none of whom are employees of the Company and all of whom are considered “independent” directors under the

107




applicable NASDAQ rules. There were no interlocks or insider participation between any member of the Board or Compensation Committee and any member of the board of the directors or compensation committee of another company.

Compensation
Committee Interlocks and Insider Participation



The current members of the
Compensation Committee are Messrs. Campbell, Drexler and Gore, none of
whom are employees of the Company and all of whom are considered “independent”
directors under the




107










applicable NASDAQ rules.
There were no interlocks or insider participation between any member of the
Board or Compensation Committee and any member of the board of the directors or
compensation committee of another company.



This excerpt taken from the AAPL DEF 14A filed Mar 15, 2005.

Compensation Committee Interlocks and Insider Participation

        The current members of the Compensation Committee are Messrs. Campbell, Drexler and Gore, none of whom are employees of the Company and all of whom are considered "independent" directors under the applicable NASDAQ rules. There were no interlocks or insider participation between any member of the Board or Compensation Committee and any member of the board of the directors or compensation committee of another company.

These excerpts taken from the AAPL 10-K filed Dec 3, 2004.

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation Committee are Messrs. William V. Campbell, Millard S. Drexler, and Albert Gore, Jr., none of whom are employees of the Company and all of whom are considered "independent" directors under the applicable NASDAQ rules. No person who was an employee of the Company in fiscal year 2004 served on the Compensation Committee. No executive officer of the Company (i) served as a member of the compensation committee (or other board committee performing similar functions or, in the absence of any such committee, the board of directors) of another entity, one of whose executive officers served on the Company's Compensation Committee, (ii) served as a

109


director of another entity, one of whose executive officers served on the Company's Compensation Committee, or (iii) served as a member of the compensation committee (or other board committee performing similar functions or, in the absence of any such committee, the board of directors) of another entity, one of whose executive officers served as a director of the Company.


Item 12. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of November 10, 2004 (the "Table Date") with respect to the beneficial ownership of the Company's Common Stock by (i) each person the Company believes beneficially holds more than 5% of the outstanding shares of Common Stock; (ii) each director; (iii) each Named Executive Officer listed in the Summary Compensation Table under the heading "Executive Compensation;" and (iv) all directors and executive officers as a group. On the Table Date, 401,476,094 shares of Common Stock were issued and outstanding. Unless otherwise indicated, all persons named as beneficial owners of Common Stock have sole voting power and sole investment power with respect to the shares indicated as beneficially owned. In addition, unless otherwise indicated, all persons named below can be reached at Apple Computer, Inc., 1 Infinite Loop, Cupertino, CA 95014.


Security Ownership of 5% Holders, Directors, Nominees and Executive Officers

Name of Beneficial Owner

  Shares of Common Stock
Beneficially Owned(1)

  Percent of Common Stock
Outstanding

 
Private Capital Management, Inc.   20,457,156 (2) 5.10 %
Steven P. Jobs   5,060,002 (3) 1.26 %
Fred D. Anderson   2,672   *  
William V. Campbell   100,502 (4) *  
Timothy D. Cook   5,903   *  
Millard S. Drexler   100,000 (5) *  
Albert Gore, Jr.   10,000 (6) *  
Ronald B. Johnson   1,355,903 (7) *  
Arthur D. Levinson   201,600 (8) *  
Jonathan J. Rubinstein   161,087 (9) *  
Avadis Tevanian, Jr.   1,501,252 (10) *  
Jerome B. York   30,000 (11) *  
All executive officers and directors as a group (16 persons)   10,203,443 (12) 2.51 %

(1)
Represents shares of Common Stock held and/or options held by such individuals that were exercisable at the Table Date or within 60 days thereafter.

(2)
Based on a Form 13-F showing holdings as of September 30, 2004 by Private Capital Management, Inc. Private Capital Management, Inc. lists its address as 8889 Pelican Bay Blvd., Naples, FL, 34108, in such filing.

(3)
Includes 60,000 shares of Common Stock that Mr. Jobs has the right to acquire by exercise of stock options.

(4)
Includes 100,000 shares of Common Stock that Mr. Campbell has the right to acquire by exercise of stock options.

(5)
Includes 80,000 shares of Common Stock that Mr. Drexler has the right to acquire by exercise of stock options.

(6)
Includes 10,000 shares of Common Stock that Mr. Gore has the right to acquire by exercise of stock options.

110


(7)
Includes 1,350,000 shares of Common Stock that Mr. Johnson has the right to acquire by exercise of stock options.

(8)
Includes 1,400 shares of Common Stock that Dr. Levinson holds indirectly and 40,000 shares of Common Stock that Dr. Levinson has the right to acquire by exercise of stock options.

(9)
Includes 150,000 shares of Common Stock that Mr. Rubinstein has the right to acquire by exercise of stock options.

(10)
Includes 1,500,000 shares of Common Stock that Dr. Tevanian has the right to acquire by exercise of stock options.

(11)
Includes 10,000 shares of Common Stock that Mr. York has the right to acquire by exercise of stock options.

(12)
Includes 4,956,148 shares of Common Stock that executive officers or directors have the right to acquire by exercise of stock options.

*
Represents less than 1% of the issued and outstanding shares of Common Stock on the Table Date.

Compensation Committee Interlocks and Insider Participation



The current members of the Compensation Committee are Messrs. William V. Campbell, Millard S. Drexler, and Albert Gore, Jr., none of whom are
employees of the Company and all of whom are considered "independent" directors under the applicable NASDAQ rules. No person who was an employee of the Company in fiscal year 2004 served on the
Compensation Committee. No executive officer of the Company (i) served as a member of the compensation committee (or other board committee performing similar functions or, in the absence of any
such committee, the board of directors) of another entity, one of whose executive officers served on the Company's Compensation Committee, (ii) served as a



109









director
of another entity, one of whose executive officers served on the Company's Compensation Committee, or (iii) served as a member of the compensation committee (or other board committee
performing similar functions or, in the absence of any such committee, the board of directors) of another entity, one of whose executive officers served as a director of the Company.



NAME="eo1620_item_12._security_ownership_of__ite02706">


Item 12. Security Ownership of Certain Beneficial Owners and Management




The
following table sets forth certain information as of November 10, 2004 (the "
Table Date") with respect to the beneficial ownership of the
Company's Common Stock by (i) each person the Company believes beneficially holds more than 5% of the outstanding shares of Common Stock; (ii) each director; (iii) each Named
Executive Officer listed in the Summary Compensation Table under the heading "
Executive Compensation;" and (iv) all directors and executive
officers as a group. On the Table Date, 401,476,094 shares of Common Stock were issued and outstanding. Unless otherwise indicated, all persons named as beneficial owners of Common Stock have sole
voting power and sole investment power with respect to the shares indicated as beneficially owned. In addition, unless otherwise indicated, all persons named below can be reached at Apple
Computer, Inc., 1 Infinite Loop, Cupertino, CA 95014.



NAME="eo1620_security_ownership_of_5__holde__sec02967">


Security Ownership of 5% Holders, Directors, Nominees and Executive Officers





















































































































Name of Beneficial Owner

 Shares of Common Stock

Beneficially Owned(1)

 Percent of Common Stock

Outstanding

 
Private Capital Management, Inc. 20,457,156(2)5.10%
Steven P. Jobs 5,060,002(3)1.26%
Fred D. Anderson 2,672 * 
William V. Campbell 100,502(4)* 
Timothy D. Cook 5,903 * 
Millard S. Drexler 100,000(5)* 
Albert Gore, Jr. 10,000(6)* 
Ronald B. Johnson 1,355,903(7)* 
Arthur D. Levinson 201,600(8)* 
Jonathan J. Rubinstein 161,087(9)* 
Avadis Tevanian, Jr. 1,501,252(10)* 
Jerome B. York 30,000(11)* 
All executive officers and directors as a group (16 persons) 10,203,443(12)2.51%






(1)
Represents
shares of Common Stock held and/or options held by such individuals that were exercisable at the Table Date or within 60 days thereafter.


(2)
Based
on a Form 13-F showing holdings as of September 30, 2004 by Private Capital Management, Inc. Private Capital Management, Inc. lists its
address as 8889 Pelican Bay Blvd., Naples, FL, 34108, in such filing.


(3)
Includes
60,000 shares of Common Stock that Mr. Jobs has the right to acquire by exercise of stock options.


(4)
Includes
100,000 shares of Common Stock that Mr. Campbell has the right to acquire by exercise of stock options.


(5)
Includes
80,000 shares of Common Stock that Mr. Drexler has the right to acquire by exercise of stock options.


(6)
Includes
10,000 shares of Common Stock that Mr. Gore has the right to acquire by exercise of stock options.

110









(7)
Includes
1,350,000 shares of Common Stock that Mr. Johnson has the right to acquire by exercise of stock options.


(8)
Includes
1,400 shares of Common Stock that Dr. Levinson holds indirectly and 40,000 shares of Common Stock that Dr. Levinson has the right to acquire by exercise of
stock options.


(9)
Includes
150,000 shares of Common Stock that Mr. Rubinstein has the right to acquire by exercise of stock options.


(10)
Includes
1,500,000 shares of Common Stock that Dr. Tevanian has the right to acquire by exercise of stock options.


(11)
Includes
10,000 shares of Common Stock that Mr. York has the right to acquire by exercise of stock options.


(12)
Includes
4,956,148 shares of Common Stock that executive officers or directors have the right to acquire by exercise of stock options.


*
Represents
less than 1% of the issued and outstanding shares of Common Stock on the Table Date.


These excerpts taken from the AAPL 10-K filed Dec 19, 2003.

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation Committee are Messrs. William V. Campbell, Millard S. Drexler, Albert Gore, Jr. and Dr. Arthur B. Levinson, none of whom are employees of the Company and all of whom are considered "independent" directors under the applicable NASDAQ rules. At the beginning of the fiscal year, Mr. Jerome B. York served on the Committee until his resignation in November 2002 at which time Mr. Drexler was appointed as a member of the Committee. No person who

108


was an employee of the Company in fiscal year 2003 served on the Compensation Committee. No executive officer of the Company (i) served as a member of the compensation committee (or other board committee performing similar functions or, in the absence of any such committee, the board of directors) of another entity, one of whose executive officers served on the Company's Compensation Committee, (ii) served as a director of another entity, one of whose executive officers served on the Company's Compensation Committee, or (iii) served as a member of the compensation committee (or other board committee performing similar functions or, in the absence of any such committee, the board of directors) of another entity, one of whose executive officers served as a director of the Company.


Item 12. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of October 31, 2003 (the "Table Date") with respect to the beneficial ownership of the Company's Common Stock by (i) each person the Company believes beneficially holds more than 5% of the outstanding shares of Common Stock; (ii) each director; (iii) each Named Executive Officer listed in the Summary Compensation Table under the heading "Executive Compensation;" and (iv) all directors and executive officers as a group. On the Table Date, 367,490,665 shares of Common Stock were issued and outstanding. Unless otherwise indicated, all persons named as beneficial owners of Common Stock have sole voting power and sole investment power with respect to the shares indicated as beneficially owned.


Security Ownership of Directors, Nominees and Executive Officers

Name of Beneficial Owner

  Shares of Common Stock
Beneficially Owned(1)

  Percent of Common Stock
Outstanding

 
Lord, Abbett & Co.   34,864,239 (2) 9.49 %
Steven P. Jobs   5,060,002 (3) 1.38 %
Fred D. Anderson   1,152,672 (4) *  
William V. Campbell   90,502 (5) *  
Timothy D. Cook   804,334 (6) *  
Millard S. Drexler   90,000 (7) *  
Albert Gore, Jr     *  
Ronald B. Johnson   1,204,334 (8) *  
Arthur D. Levinson   231,600 (9) *  
Avadis Tevanian, Jr.   1,601,252 (10) *  
Jerome B. York   110,000 (5) *  
All executive officers and directors as a group (16 persons)   14,715,373   4.00 %

(1)
Represents shares of Common Stock held and/or options held by such individuals that were exercisable at the Table Date or within 60 days thereafter.

(2)
Based on a Form 13F-HR filed October 22, 2003 by Lord, Abbett & Co., 767 Fifth Avenue, New York, NY 10153.

(3)
Includes 60,000 shares of Common Stock which Mr. Jobs has the right to acquire by exercise of stock options.

(4)
Includes 1,150,000 shares of Common Stock which Mr. Anderson has the right to acquire by exercise of stock options.

(5)
Includes 90,000 shares of Common Stock which Messrs. Campbell and York each have the right to acquire by exercise of stock options.

109


(6)
Includes 800,000 shares of Common Stock which Mr. Cook has the right to acquire by exercise of stock options.

(7)
Includes 70,000 shares of Common Stock which Mr. Drexler has the right to acquire by exercise of stock options.

(8)
Includes 1,200,000 shares of Common Stock which Mr. Johnson has the right to acquire by exercise of stock options.

(9)
Includes 1,400 shares of Common Stock which Dr. Levinson holds indirectly and 30,000 shares of Common Stock which Dr. Levinson has the right to acquire by exercise of stock options.

(10)
Includes 1,600,000 shares of Common Stock which Dr. Tevanian has the right to acquire by exercise of stock options.

*
Represents less than 1% of the issued and outstanding shares of Common Stock on the Table Date.

Compensation Committee Interlocks and Insider Participation



The current members of the Compensation Committee are Messrs. William V. Campbell, Millard S. Drexler, Albert Gore, Jr. and Dr. Arthur B. Levinson, none of whom
are employees of the Company and all of whom are considered "independent" directors under the applicable NASDAQ rules. At the beginning of the fiscal year, Mr. Jerome B. York served on the
Committee until his resignation in November 2002 at which time Mr. Drexler was appointed as a member of the Committee. No person who



108








was
an employee of the Company in fiscal year 2003 served on the Compensation Committee. No executive officer of the Company (i) served as a member of the compensation committee (or other board
committee performing similar functions or, in the absence of any such committee, the board of directors) of another entity, one of whose executive officers served on the Company's Compensation
Committee, (ii) served as a director of another entity, one of whose executive officers served on the Company's Compensation Committee, or (iii) served as a member of the compensation
committee (or other board committee performing similar functions or, in the absence of any such committee, the board of directors) of another entity, one of whose executive officers served as a
director of the Company.



NAME="eq1910_item_12._security_ownership_of__ite02706">


Item 12. Security Ownership of Certain Beneficial Owners and Management



The
following table sets forth certain information as of October 31, 2003 (the "
Table Date") with respect to the beneficial ownership of the
Company's Common Stock by (i) each person the Company believes beneficially holds more than 5% of the outstanding shares of Common Stock; (ii) each director; (iii) each Named
Executive Officer listed in the Summary Compensation Table under the heading "
Executive Compensation;" and (iv) all directors and executive
officers as a group. On the Table Date, 367,490,665 shares of Common Stock were issued and outstanding. Unless otherwise indicated, all persons named as beneficial owners of Common Stock have sole
voting power and sole investment power with respect to the shares indicated as beneficially owned.



NAME="eq1910_security_ownership_of_director__sec02612">


Security Ownership of Directors, Nominees and Executive Officers













































































































Name of Beneficial Owner

 Shares of Common Stock

Beneficially Owned(1)

 Percent of Common Stock

Outstanding

 
Lord, Abbett & Co. 34,864,239(2)9.49%
Steven P. Jobs 5,060,002(3)1.38%
Fred D. Anderson 1,152,672(4)* 
William V. Campbell 90,502(5)* 
Timothy D. Cook 804,334(6)* 
Millard S. Drexler 90,000(7)* 
Albert Gore, Jr  * 
Ronald B. Johnson 1,204,334(8)* 
Arthur D. Levinson 231,600(9)* 
Avadis Tevanian, Jr. 1,601,252(10)* 
Jerome B. York 110,000(5)* 
All executive officers and directors as a group (16 persons) 14,715,373 4.00%






(1)
Represents
shares of Common Stock held and/or options held by such individuals that were exercisable at the Table Date or within 60 days thereafter.


(2)
Based
on a Form 13F-HR filed October 22, 2003 by Lord, Abbett & Co., 767 Fifth Avenue, New York, NY 10153.


(3)
Includes
60,000 shares of Common Stock which Mr. Jobs has the right to acquire by exercise of stock options.


(4)
Includes
1,150,000 shares of Common Stock which Mr. Anderson has the right to acquire by exercise of stock options.


(5)
Includes
90,000 shares of Common Stock which Messrs. Campbell and York each have the right to acquire by exercise of stock options.

109









(6)
Includes
800,000 shares of Common Stock which Mr. Cook has the right to acquire by exercise of stock options.


(7)
Includes
70,000 shares of Common Stock which Mr. Drexler has the right to acquire by exercise of stock options.


(8)
Includes
1,200,000 shares of Common Stock which Mr. Johnson has the right to acquire by exercise of stock options.


(9)
Includes
1,400 shares of Common Stock which Dr. Levinson holds indirectly and 30,000 shares of Common Stock which Dr. Levinson has the right to acquire by exercise of
stock options.


(10)
Includes
1,600,000 shares of Common Stock which Dr. Tevanian has the right to acquire by exercise of stock options.


*
Represents
less than 1% of the issued and outstanding shares of Common Stock on the Table Date.


These excerpts taken from the AAPL 10-K filed Dec 19, 2002.

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation Committee are Messrs. William V. Campbell, Millard S. Drexler and Arthur B. Levinson, none of whom are employees of the Company and all of whom are considered "independent" directors under the applicable NASDAQ rules. During fiscal 2002, William V. Campbell, Arthur D. Levinson and Jerome B. York served as members of the Compensation Committee, none of whom were employees of the Company. No person who was an employee of the Company in fiscal year 2002 served on the Compensation Committee. During fiscal year 2002, Mr. Jobs served as a director of Gap Inc. ("Gap") (though not on the compensation committee of that board of directors) and Mr. Drexler served as a director of the Company. Mr. Jobs resigned as a director of Gap in September 2002. Mr. Drexler resigned as president and CEO of Gap in September 2002 and resigned as a

94


director of Gap in October 2002. Subsequently, in November 2002, Mr. York resigned from the committee, and Mr. Drexler was appointed as a member of the Compensation Committee. No executive officer of the Company (i) served as a member of the compensation committee (or other board committee performing similar functions or, in the absence of any such committee, the board of directors) of another entity, one of whose executive officers served on the Company's Compensation Committee, (ii) served as a director of another entity, one of whose executive officers served on the Company's Compensation Committee, or (iii) served as a member of the compensation committee (or other board committee performing similar functions or, in the absence of any such committee, the board of directors) of another entity, one of whose executive officers served as a director of the Company.


Item 12. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of October 31, 2002 (the "Table Date") with respect to the beneficial ownership of the Company's Common Stock by (i) each person the Company believes beneficially holds more than 5% of the outstanding shares of Common Stock; (ii) each director; (iii) each Named Executive Officer listed in the Summary Compensation Table under the heading "Executive Compensation;" and (iv) all directors and executive officers as a group. On the Table Date, 359,007,837 shares of Common Stock were issued and outstanding. Unless otherwise indicated, all persons named as beneficial owners of Common Stock have sole voting power and sole investment power with respect to the shares indicated as beneficially owned.


Security Ownership of Directors, Nominees and Executive Officers

Name of Beneficial Owner

  Shares of Common Stock Beneficially Owned(1)
  Percent of Common Stock Outstanding
 
Lord, Abbett & Co   29,381,015 (2) 7.56 %
Steven P. Jobs   23,810,002 (3) 6.22 %
Fred D. Anderson   602,672 (4) *  
William V. Campbell   80,502 (5) *  
Timothy D. Cook   253,091 (6) *  
Millard S. Drexler   80,000 (7) *  
Arthur D. Levinson   221,600 (8) *  
Jonathan Rubinstein   1,058,275 (9) *  
Avadis Tevanian, Jr.   1,051,252 (10) *  
Jerome B. York   100,000 (5) *  
All executive officers and directors as a group (14 persons)   29,376,803   7.56 %

(1)
Represents shares of Common Stock held and/or options held by such individuals that were exercisable at the Table Date or within 60 days thereafter.

(2)
Based on a Form 13F-HR/A filed October 10, 2002 by Lord, Abbett & Co., 767 Fith Avenue, New York, NY 10153.

(3)
Includes 23,810,000 shares of Common Stock which Mr. Jobs has the right to acquire by exercise of stock options.

(4)
Includes 600,000 shares of Common Stock which Mr. Anderson has the right to acquire by exercise of stock options.

(5)
Includes 80,000 shares of Common Stock which Messrs. Campbell and York each have the right to acquire by exercise of stock options.

95


(6)
Includes 250,000 shares of Common Stock which Mr. Cook has the right to acquire by exercise of stock options.

(7)
Includes 60,000 shares of Common Stock which Mr. Drexler has the right to acquire by exercise of stock options.

(8)
Includes 1,400 shares of Common Stock which Mr. Levinson holds indirectly and 20,000 shares of Common Stock which Mr. Levinson has the right to acquire by exercise of stock options.

(9)
Includes 1,050,000 shares of Common Stock which Mr. Rubinstein has the right to acquire by exercise of stock options.

(10)
Includes 1,050,000 shares of Common Stock which Dr. Tevanian has the right to acquire by exercise of stock options.

*
Represents less than 1% of the issued and outstanding shares of Common Stock on the Table Date.

Compensation Committee Interlocks and Insider Participation



The current members of the Compensation Committee are Messrs. William V. Campbell, Millard S. Drexler and Arthur B. Levinson, none of whom are employees of the Company
and all of whom are considered "independent" directors under the applicable NASDAQ rules. During fiscal 2002, William V. Campbell, Arthur D. Levinson and Jerome B. York served as members of the
Compensation Committee, none of whom were employees of the Company. No person who was an employee of the Company in fiscal year 2002 served on the Compensation Committee. During fiscal year 2002,
Mr. Jobs served as a director of Gap Inc. ("Gap") (though not on the compensation committee of that board of directors) and Mr. Drexler served as a director of the Company.
Mr. Jobs resigned as a director of Gap in September 2002. Mr. Drexler resigned as president and CEO of Gap in September 2002 and resigned as a



94









director of Gap in October 2002. Subsequently, in November 2002, Mr. York resigned from the committee, and Mr. Drexler was appointed as a member of the Compensation
Committee. No executive officer of the Company (i) served as a member of the compensation committee (or other board committee performing similar functions or, in the absence of any such
committee, the board of directors) of another entity, one of whose executive officers served on the Company's Compensation Committee, (ii) served as a director of another entity, one of whose
executive officers served on the Company's Compensation Committee, or (iii) served as a member of the compensation committee (or other board committee performing similar functions or, in the
absence of any such committee, the board of directors) of another entity, one of whose executive officers served as a director of the Company.



NAME="eq2481_item_12._security_ownership_of__ite02706">


Item 12. Security Ownership of Certain Beneficial Owners and Management



The
following table sets forth certain information as of October 31, 2002 (the "
Table Date") with respect to the beneficial ownership of the
Company's Common Stock by (i) each person the Company believes beneficially holds more than 5% of the outstanding shares of Common Stock; (ii) each director; (iii) each Named
Executive Officer listed in the Summary Compensation Table under the heading "
Executive Compensation;" and (iv) all directors and executive
officers as a group. On the Table Date, 359,007,837 shares of Common Stock were issued and outstanding. Unless otherwise indicated, all persons named as beneficial owners of Common Stock have sole
voting power and sole investment power with respect to the shares indicated as beneficially owned.



NAME="eq2481_security_ownership_of_director__sec02612">


Security Ownership of Directors, Nominees and Executive Officers





































































































Name of Beneficial Owner

 Shares of Common Stock Beneficially Owned(1)
 Percent of Common Stock Outstanding
 
Lord, Abbett & Co 29,381,015(2)7.56%
Steven P. Jobs 23,810,002(3)6.22%
Fred D. Anderson 602,672(4)* 
William V. Campbell 80,502(5)* 
Timothy D. Cook 253,091(6)* 
Millard S. Drexler 80,000(7)* 
Arthur D. Levinson 221,600(8)* 
Jonathan Rubinstein 1,058,275(9)* 
Avadis Tevanian, Jr. 1,051,252(10)* 
Jerome B. York 100,000(5)* 
All executive officers and directors as a group (14 persons) 29,376,803 7.56%






(1)
Represents
shares of Common Stock held and/or options held by such individuals that were exercisable at the Table Date or within 60 days thereafter.


(2)
Based
on a Form 13F-HR/A filed October 10, 2002 by Lord, Abbett & Co., 767 Fith Avenue, New York, NY 10153.


(3)
Includes
23,810,000 shares of Common Stock which Mr. Jobs has the right to acquire by exercise of stock options.


(4)
Includes
600,000 shares of Common Stock which Mr. Anderson has the right to acquire by exercise of stock options.


(5)
Includes
80,000 shares of Common Stock which Messrs. Campbell and York each have the right to acquire by exercise of stock options.

95








(6)
Includes
250,000 shares of Common Stock which Mr. Cook has the right to acquire by exercise of stock options.


(7)
Includes
60,000 shares of Common Stock which Mr. Drexler has the right to acquire by exercise of stock options.


(8)
Includes
1,400 shares of Common Stock which Mr. Levinson holds indirectly and 20,000 shares of Common Stock which Mr. Levinson has the right to acquire by exercise of
stock options.


(9)
Includes
1,050,000 shares of Common Stock which Mr. Rubinstein has the right to acquire by exercise of stock options.


(10)
Includes
1,050,000 shares of Common Stock which Dr. Tevanian has the right to acquire by exercise of stock options.


*
Represents
less than 1% of the issued and outstanding shares of Common Stock on the Table Date.


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