Apple (AAPL)

PROPOSAL NO. 3
Approval of Amendments to the Apple Inc. Employee Stock Purchase Plan

At the annual meeting, shareholders will be asked to approve amendments to the Employee Stock Purchase Plan (the “Purchase Plan”), which were adopted, subject to shareholder approval, by the Board of Directors in April 2007. The amended Purchase Plan essentially provides the same benefits to employees that are currently provided under the plan, but would increase the number of shares of Company common stock authorized for issuance under the Purchase Plan by 6,000,000 shares. In addition, the amended version of the Purchase Plan limits the number of shares that may be purchased by all participants under the plan in any calendar year to 3,000,000 shares and permits international employees to participate in the Purchase Plan under terms that are modified to the extent required to comply with local laws.

The Board of Directors believes that the Purchase Plan encourages employees to acquire shares of the Company’s common stock, thereby better aligning their interests with those of the other shareholders, promotes financial saving for the future by the Company’s employees and fosters good employee relations. Therefore, the Purchase Plan is an important part of the Company’s compensation program, and the Board believes it is essential to the Company’s ability to attract, retain and motivate highly qualified employees in an extremely competitive environment both in the U.S. and internationally.

In recent years, the Company has seen significant growth, and now approximately 20,000 employees are eligible to participate in the Purchase Plan. The Board is asking shareholders to approve an amendment to increase the number of shares of Company common stock that remain available for issuance under the Purchase Plan by 6,000,000 shares so that the number of shares that are currently available for issuance under the Purchase Plan would be increased from 1,573,893 shares to 7,573,893 shares. The Board believes this share increase will enable the Company to continue offering the Purchase Plan to its employees through June 30, 2009.