This excerpt taken from the AAPL DEF 14A filed Apr 16, 2007.
Administration and Amendment. The Purchase Plan is administered, at the Companys expense, by the Board of Directors or a committee appointed by the Board, and is currently being administered by the Compensation Committee. All questions of interpretation or application of the Purchase Plan are determined in the sole discretion of the Committee, and its decisions are final and binding upon all participants. The Board of Directors may at any time amend or terminate the Purchase Plan; however, such termination or amendment may not make any changes in an option previously granted that would adversely affect the rights of any participant. No amendment may be made to the Purchase Plan without the approval or ratification of the Companys shareholders if such amendment would require shareholder approval under Code Section 423, or any other applicable law or regulation.