EXHIBIT 10.19

Adobe Systems IncorporatedDeferred Compensation Plan

Originally Effective December 2, 2006

Amended and Restated Effective November 13, 2014

TABLE OF CONTENTS

		Page
Article 1 Definitions		1
Article 2 Selection, Enrollment, Eligibility		7
	2.1Selection by Committee	7
	2.2Enrollment and Eligibility Requirements; Commencement of Participation	7
	2.3Termination of a Participant’s Eligibility	8
Article 3 Deferral Commitments/Company Contribution Amounts/ Company Restoration Matching Amounts/Vesting/Crediting/Taxes		9
	3.1Minimum Deferrals	9
	3.2Maximum Deferral	10
	3.3Election to Defer; Effect of Election Form	10
	3.4Withholding and Crediting of Annual Deferral Amounts	11
	3.5Company Contribution Amount	11
	3.6Company Restoration Matching Amount	12
	3.7Crediting of Amounts after Benefit Distribution	12
	3.8Vesting	13
	3.9Crediting/Debiting of Account Balances	13
	3.10FICA and Other Taxes	15
Article 4 Scheduled Distribution; Unforeseeable Financial Emergencies		15
	4.1Scheduled Distribution	15
	4.2Changes to Scheduled Distributions	16
	4.3Unforeseeable Emergencies	17
Article 5 Change in Control Benefit		17
	5.1Change in Control Benefit	17
	5.2Payment of Change in Control Benefit	18
Article 6 Termination Benefit		18
	6.1Termination Benefit	18
	6.2Payment of Termination Benefit	18
	6.3Small Account Balances	19
Article 7 Disability Benefit		19
	7.1Disability Benefit	19
	7.2Payment of Disability Benefit	19
Article 8 Death Benefit		20
	8.1Death Benefit	20

-i-

TABLE OF CONTENTS

(Continued)

Page

	8.2Payment of Death Benefit	20
Article 9 Beneficiary Designation		20
	9.1Beneficiary	20
	9.2Beneficiary Designation; Change; Spousal Consent	20
	9.3Acknowledgment	21
	9.4No Beneficiary Designation	21
	9.5Doubt as to Beneficiary	21
	9.6Discharge of Obligations	21
Article 10 Leave of Absence		21
	10.1Paid Leave of Absence	21
	10.2Unpaid Leave of Absence	21
	10.3Leaves Resulting in Separation from Service	22
Article 11 Termination of Plan, Amendment or Modification		22
	11.1Termination of Plan	22
	11.2Amendment	23
	11.3Plan Agreement	23
	11.4Effect of Payment	23
Article 12 Administration		23
	12.1Committee Duties	23
	12.2Administration Upon Change in Control	24
	12.3Agents	24
	12.4Binding Effect of Decisions	24
	12.5Indemnity of Committee	24
	12.6Employer Information	25
Article 13 Other Benefits and Agreements		25
	13.1Coordination with Other Benefits	25
Article 14 Claims Procedures		25
	14.1Presentation of Claim	25
	14.2Notification of Decision	25
	14.3Review of a Denied Claim	27
	14.4Arbitration/Interest on Unpaid Amounts/Controlling Law	28
	14.5Exhaustion of Plan’s Claims and Review Procedures Required	29
Article 15 Trust		29
	15.1Establishment of the Trust	29

-ii-

TABLE OF CONTENTS

(Continued)

Page

	15.2Interrelationship of the Plan and the Trust	29
	15.3Distributions From the Trust	30
Article 16 Miscellaneous		30
	16.1Unfunded Status of Plan	30
	16.2Unsecured General Creditor	30
	16.3Designated Payment Date	30
	16.4Employer’s Liability	30
	16.5No Guarantees Regarding Tax Treatment	31
	16.6Nonassignability	31
	16.7Not a Contract of Employment	31
	16.8Furnishing Information	31
	16.9Terms	31
	16.10Captions	31
	16.11Governing Law	32
	16.12Notice	32
	16.13Successors	32
	16.14Spouse’s Interest	32
	16.15Validity	32
	16.16Incompetent	32
	16.17Court Order	33
	16.18Distribution in the Event of Income Inclusion Under 409A	33
	16.19Deduction Limitation on Benefit Payments	33
	16.20Errors in Deferrals or Distributions	34
	16.21Apportionment of Costs and Duties	34
	16.22Insurance	34

-iii-

ADOBE SYSTEMS INCORPORATED

DEFERRED COMPENSATION PLAN

Originally Effective December 2, 2006

Amended and Restated Effective November 13, 2014

Introduction and Purpose

Adobe Systems Incorporated, a Delaware corporation (the “Company”), having established the Adobe Systems Incorporated Deferred Compensation Plan (the “Plan”) effective December 2, 2006 and having last amended and restated the Plan effective October 31, 2007, hereby again amends and restates the Plan effective November 13, 2014 (the “Restatement Date”). All Account Balances as of the Restatement Date shall, to the extent required to comply with Code Section 409A and related Treasury guidance and Regulations, be payable under the terms and conditions of the Plan as in effect prior to the Restatement Date.

The purpose of this Plan is to provide specified benefits to selected Directors and a select group of management or highly compensated Employees who contribute materially to the continued growth, development and future business success of the Company, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

ARTICLE 1

Definitions

For the purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1“Account Balance” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of the Participant’s Annual Accounts. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.2“Annual Account” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the following amount: (i) the sum of the Participant’s Annual Deferral Amount, Company Contribution Amount and Company Restoration Matching Amount for any one Plan Year, plus (ii) Deemed Earnings thereon, less (ii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Annual Account for such Plan Year. The Annual Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.3“Annual Deferral Amount” shall mean that portion of a Participant’s Base Salary, Bonus, Commissions, Performance Shares, Restricted Stock Units, and Director Fees that a Participant defers in accordance with Article 3 for any one Plan Year, without regard to whether

such amounts are withheld and credited during such Plan Year. In the event of a Participant’s Termination, Disability, or death prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount withheld prior to the occurrence of such event.

1.4“Annual Installment Method” shall be an annual installment payment over the number of years selected by the Participant in accordance with this Plan, calculated as follows: (i) in the case of a Termination Benefit, (A) for the first annual installment, the vested portion of each Annual Account or applicable portion(s) thereof shall be calculated as of the close of business on or around the Participant’s Benefit Distribution Date, as determined by the Committee, and (B) for remaining annual installments, the vested portion of each applicable Annual Account or applicable portion(s) thereof shall be calculated on every anniversary of such calculation date, as applicable; and (ii) in the case of an Applicable Scheduled Distribution (as defined in Section 4.1), (A) for the first annual installment, the Cash Deferral Portion (as defined in Section 4.1), plus Deemed Earnings thereon, shall be calculated as of the close of business on or around the Scheduled Distribution Date (as defined in Section 4.1), as determined by the Committee, and (B) for remaining annual installments, the Cash Deferral Portion, plus Deemed Earnings thereon, shall be calculated on every anniversary of such calculation date, as applicable. Each annual installment shall be calculated by multiplying the applicable balance by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual installment payments due to the Participant. By way of example, if the Participant elects a 10-year Annual Installment Method as the form of Termination Benefit for an Annual Account or applicable portion thereof, the first payment shall be 1/10 of the vested balance of such Annual Account or applicable portion thereof, calculated as described in this definition. The following year, the payment shall be 1/9 of the vested balance of such Annual Account or applicable portion thereof, calculated as described in this definition.

1.5“Base Salary” shall mean the annual cash compensation from an Employer relating to services performed during any calendar year. It shall be limited to base pay earned during any calendar year and shall exclude: Commissions; distributions from nonqualified deferred compensation plans; bonuses; overtime; fringe benefits; stock options; employee stock purchase plan benefits; lump sum cash payout of paid time off in the case of Participants incurring a separation from service on account of Termination, Disability or death; relocation expenses; incentive payments; non-monetary awards; Director Fees and other fees; and automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income). Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant and not otherwise included in the Participant’s income because of Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee. Base Salary shall be reduced by Participant contributions under this Plan.

-2-

1.6“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 9, that are entitled to receive benefits under this Plan upon the death of a Participant.

1.7“Beneficiary Designation Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

1.8“Benefit Distribution Date” shall mean a date that triggers distribution of a Participant’s vested benefits. A Benefit Distribution Date for a Participant shall be determined upon the occurrence of any one of the following:

(a)If the Participant Terminates, the Benefit Distribution Date for his or her vested Account Balance or applicable portion thereof shall be (i) the last day of the six-month period immediately following the date on which the Participant Terminates if the Participant is a Key Employee, and (ii) for all other Participants, the date on which the Participant Terminates; provided, however, in the event the Participant changes the Termination Benefit election for one or more Annual Account(s) or applicable portion(s) thereof in accordance with Section 6.2(b), the Benefit Distribution Date for such Annual Account(s) or applicable portion(s) thereof shall be postponed in accordance with such Section 6.2(b); or

(b)If the Participant dies prior to the complete distribution of his or her vested Account Balance, the Participant’s Benefit Distribution Date shall be the date of the Participant’s death; or

(c)If the Participant becomes Disabled, the Participant’s Benefit Distribution Date shall be the date on which the Participant has become Disabled; or

(d)If (i) a Change in Control occurs with respect to a Participant prior to the Participant’s Termination, death or Disability, and (ii) the Participant has elected to receive a Change in Control Benefit as set forth in Article 5, the Participant’s Benefit Distribution Date shall be the date on which the Change in Control occurs.

1.9“Board” shall mean the board of directors of the Company.

1.10“Bonus” shall mean any compensation, in addition to Base Salary and Commissions from an Employer, earned by a Participant for services rendered during an Employer’s fiscal year or such other period provided under any Employer’s Annual Incentive Plan (the “Annual Incentive Plan”), Profit Sharing Plan, or any other cash incentive arrangement designated by the Committee, as further described on an Election Form approved by the Committee in its sole discretion. Bonuses shall be calculated before reduction for compensation voluntarily deferred or contributed by the

-3-

Participant and not otherwise included in the Participant’s income because of Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer.

1.11“Change in Control” shall mean any “change in control event” as defined in accordance with Treasury guidance and Regulations related to Code Section 409A; provided, however, that “Change in Control” shall not include a “change in control event” with respect to an entity other than the Company, nor shall it include any “change in the effective control of a corporation” under Treasury Regulations Section 1.409A-3(i)(5)(vi)(A)(i) in which a person or group acquires less than fifty percent (50%) of the voting power of the stock of the Company.

1.12“Change in Control Benefit” shall have the meaning set forth in Article 5.

1.13“Claimant” shall have the meaning set forth in Section 14.1.

1.14“Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.15“Commissions” shall mean the cash commissions otherwise payable to a Participant under an Employer sales incentive plan absent a deferral under this Plan (as determined by the Committee in compliance with Code Section 409A and related Treasury guidance and Regulations). Commissions shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant and not otherwise included in the Participant’s income because of Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer.

1.16“Committee” shall mean the committee described in Article 12.

1.17“Company” shall mean Adobe Systems Incorporated, a Delaware corporation, and any successor to all or substantially all of the Company’s assets or business.

1.18“Company Contribution Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.5.

1.19“Company Restoration Matching Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.6.

1.20“Death Benefit” shall mean the benefit set forth in Article 8.

1.21“Deemed Earnings” shall mean the amounts credited or debited on Account Balances pursuant to Section 3.9.

1.22“Director” shall mean any member of the Board.

-4-

1.23“Director Fees” shall mean the annual fees earned by a Director, including retainer fees and meeting fees, as compensation for serving on the Board.

1.24“Disability” or “Disabled” shall mean that a Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident or health plan covering employees of the Participant’s Employer. The Committee will determine whether or not a Participant is Disabled based on such evidence as the Committee deems necessary or advisable.

1.25“Disability Benefit” shall mean the benefit set forth in Article 7.

1.26“Election Form” shall mean the form, which may be in electronic format, established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

1.27“Employee” shall mean a person who is an employee of any Employer.

1.28“Employer(s)” shall mean the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor.

1.29“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.30“401(k) Plan” shall mean, with respect to an Employer, a plan qualified under Code Section 401(a) that contains a cash or deferred arrangement described in Code Section 401(k), adopted by the Employer, as it may be amended from time to time, or any successor thereto.

1.31“Key Employee” shall mean any Participant who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof) of any Employer which is a corporation whose stock is publicly traded on an established securities market or otherwise, as determined by the Committee in accordance with Code Section 409A and related Treasury guidance and Regulations.

1.32“Participant” shall mean any Employee or Director (i) who is selected to participate in the Plan, (ii) who submits an executed Plan Agreement, Election Form and Beneficiary Designation Form, which are accepted by the Committee, and (iii) whose Plan Agreement has not terminated.

-5-

1.33“Performance Shares” shall mean the restricted stock units awarded to selected Participants designed to vest based on one or more performance criteria, which units shall be settled by the delivery of Company stock unless deferral of payout is made pursuant to this Plan.

1.34“Plan” shall mean the Adobe Systems Incorporated Deferred Compensation Plan, which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time.

1.35“Plan Agreement” shall mean a written agreement, as may be amended from time to time, which is entered into by and between an Employer and a Participant. Each Plan Agreement executed by a Participant and the Participant’s Employer shall provide for the entire benefit to which such Participant is entitled under the Plan; should there be more than one Plan Agreement, the Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement. The terms of any Plan Agreement may be different for any Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by the Employer, the Participant, and the Company.

1.36“Plan Year” shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.

1.37“Restricted Stock Units” shall mean the restricted stock units awarded to selected Participants designed to vest based on the passage of time, which units shall be settled by the delivery of Company stock unless deferral of payout is made pursuant to this Plan.

1.38 “Scheduled Distribution” shall mean the distribution set forth in Section 4.1.

1.39“Spouse” shall mean an individual who is legally married to a Participant and who is treated as the Participant’s spouse under the Code.

1.40“Terminate the Plan” or “Termination of the Plan” shall mean a determination that (i) all Participants (or all Participants of one or more Employers) shall no longer be eligible to participate in the Plan, (ii) all deferral elections for such Participants shall terminate, and (iii) such Participants shall no longer be eligible to receive Employer contributions under this Plan.

1.41 “Termination” or “Terminates” shall mean (i) with respect to an Employee who is not then a Director, separation from service with all Employers and other subsidiaries of the Company for any reason other than a leave of absence, death or Disability, and (ii) with respect to a Director who is not then an Employee, separation from service as a Director, as determined in each case in accordance with Code Section 409A and related Treasury guidance and Regulations. With

-6-

respect to a Participant who serves as both an Employee and Director, or who may change status between the two, whether there has been a separation from service shall be determined under the applicable Treasury guidance and Regulations under Code Section 409A.

1.42“Termination Benefit” shall mean the benefit set forth in Article 6.

1.43“Trust” shall mean one or more trusts established by the Company in accordance with Article 15.

1.44“Unforeseeable Emergency” shall mean a severe financial hardship as defined in Treasury Regulations Section 1.409A-3(i)(3)(ii). Accordingly, without further limiting the definition, an unforeseeable emergency shall include a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s Spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in Code Section 152, without regard to Code Section 152(b)(1), (b)(2), and (d)(1)(B)); loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. For example, the imminent foreclosure of or eviction from the Participant’s primary residence may constitute an Unforeseeable Emergency. In addition, the need to pay for medical expenses, including non-refundable deductibles, as well as for the costs of prescription drug medication, may constitute an Unforeseeable Emergency. Finally, the need to pay for the funeral expenses of a Spouse, a Beneficiary, or a dependent (as defined in Code Section 152, without regard to Code Section 152(b)(1), (b)(2), and (d)(1)(B)) may also constitute an Unforeseeable Emergency. The determination of whether an “Unforeseeable Emergency” exists shall be determined in the sole discretion of the Committee.

ARTICLE 2

Selection, Enrollment, Eligibility

2.1Selection by Committee.  Participation in the Plan shall be limited to Directors and, as determined by the Committee in its sole discretion, a select group of management or highly compensated Employees. From that group, the Committee shall select, in its sole discretion, those individuals who may actually participate in this Plan.

2.2Enrollment and Eligibility Requirements; Commencement of Participation. 

(a)As a condition to participation, each selected Director or selected Employee who is eligible to participate in the Plan effective as of the first day of a Plan Year shall complete, execute and return to the Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form, prior to the first day of such Plan Year, or such other earlier deadline (such as

-7-

prior to the first day of the Company’s fiscal year) as may be established by the Committee in its sole discretion. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines, in its sole discretion, are necessary.

(b)A selected Director or selected Employee who first becomes eligible to participate in this Plan after the first day of a Plan Year must complete these requirements within 30 days after he or she first becomes eligible to participate in the Plan, or within such other earlier deadline as may be established by the Committee, in its sole discretion, in order to participate for that Plan Year. In such event, such person’s participation in this Plan shall not commence earlier than the date determined by the Committee pursuant to Section 2.2(c) and such person shall not be permitted to defer under this Plan any portion of his or her eligible compensation that is paid with respect to services performed prior to his or her participation commencement date, except to the extent permissible under Code Section 409A and related Treasury guidance or Regulations.

(c)Each selected Director or selected Employee who is eligible to participate in the Plan shall commence participation in the Plan on the date that the Committee determines, in its sole discretion, that the Director or Employee has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period. Notwithstanding the foregoing, the Committee shall process such Participant’s deferral election as soon as administratively practicable after such deferral election is submitted to and accepted by the Committee.

(d)If a Director or an Employee fails to meet all requirements contained in this Section 2.2 within the period required, that Director or Employee shall not be eligible to participate in the Plan during such Plan Year.

(e)If, pursuant to Section 3.3(c), the Committee determines that an election may be made to defer the payment of performance-based compensation no later than six months before the end of the performance service period, the Committee may adjust the deadline for the submission of enrollment forms to reflect its determination.

2.3Termination of a Participant’s Eligibility.  If the Committee determines that an Employee Participant no longer qualifies as a member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, or that the inclusion of Directors in this Plan could jeopardize the status of this Plan as a plan intended to be “unfunded” and “maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1), the Committee shall have the right, in its sole discretion, to (i) prevent the Participant from making future deferral elections, and/or (ii) take further action that the Committee deems appropriate. Notwithstanding the foregoing, in the event of a Termination of the Plan, the

-8-

termination of the affected Participant’s eligibility for participation in the Plan shall not be governed by this Section 2.3, but rather shall be governed by Section 11.1. In the event that a Participant is no longer eligible to defer compensation under this Plan, the Participant’s Account Balance shall continue to be governed by the terms of this Plan until such time as the Participant’s Account Balance is paid in accordance with the terms of this Plan.

ARTICLE 3Deferral Commitments/Company Contribution Amounts/Company Restoration Matching Amounts/Vesting/Crediting/Taxes

3.1Minimum Deferrals. 

(a)Annual Deferral Amount. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary, Commissions, Bonus, Performance Shares, Restricted Stock Units, and/or Director Fees, in the following minimum percentages for each deferral elected (each, the “Minimum Permissible Percentage”):

Deferral	Minimum Permissible Percentage
Base Salary	5%
Commissions	5%
Bonus	5%
Performance Shares	100% per vesting tranche
Restricted Stock Units	100% per vesting tranche
Director Fees	5%

Notwithstanding the foregoing, the Committee, in its sole discretion, may establish such other Minimum Permissible Percentage of Base Salary, Commissions, Bonus, Performance Shares, Restricted Stock Units, and/or Director Fees that may be elected to be deferred by one or more classes of Participants for any Plan Year.

In addition to the Minimum Permissible Percentage amounts set forth above, the Committee may determine in its discretion that elections to defer Base Salary, Commissions, Performance Shares, Restricted Stock Units, Bonuses or Director Fees shall only be effective to the extent that a specified minimum dollar amount of Base Salary, Commissions, Performance Shares, Restricted Stock Units, Bonuses or Directors Fees is expected to be deferred; for example, the Committee may determine that an election to defer a portion of a Participant’s Bonus under the Annual Incentive Plan shall only be effective if a minimum dollar amount, such as $2,000, is expected to be deferred. If the Committee determines, in its sole discretion, prior to the beginning of a Plan Year that a Participant has made an election for less than the stated minimum amounts, or in an otherwise impermissible amount, or if no election is made, the amount deferred shall be zero.

-9-

(b)Participation After Commencement of Plan Year. Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, unless the Committee establishes different proration rules, any minimum Annual Deferral Amount shall be an amount equal to any minimum established by the Plan or the Committee multiplied by a fraction, the numerator of which is the number of complete months remaining in the Plan Year and the denominator of which is 12.

3.2Maximum Deferrals. 

(a)Annual Deferral Amount. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary, Commissions, Bonus, Performance Shares, Restricted Stock Units, and/or Director Fees, up to the following maximum percentages for each deferral elected (each, the “Maximum Permissible Percentage”), provided that, if necessary for the purpose of allowing enough remaining undeferred compensation to fund any necessary withholdings for taxes or benefits, the Committee may, in its sole discretion, establish lesser amounts for one or more classes of Participants:

Deferral	Maximum Permissible Percentage
Base Salary	75%
Commissions	100%
Bonus	100%
Performance Shares	100% per vesting tranche
Restricted Stock Units	100% per vesting tranche
Director Fees	100%

Notwithstanding the foregoing, the Committee, in its sole discretion, may establish such other Maximum Permissible Percentage of Base Salary, Commissions, Bonus, Performance Shares, Restricted Stock Units, and/or Director Fees that may be elected to be deferred by one or more classes of Participants for any Plan Year.

(b)Short Plan Year. Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, the maximum Annual Deferral Amount shall be limited to the amount of eligible compensation not yet earned by the Participant as of the date the Participant submits a Plan Agreement and Election Form to the Committee for acceptance, except to the extent permissible under Code Section 409A and related Treasury guidance or Regulations.

3.3Election to Defer; Effect of Election Form. 

(a)First Plan Year. In connection with a Participant’s commencement of participation in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the

-10-

Committee deems necessary or desirable under the Plan. For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Committee (in accordance with Section 2.2 above) and accepted by the Committee.

(b)Subsequent Plan Years. For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as the Committee deems necessary or desirable under the Plan, shall be made by timely delivering a new Election Form to the Committee, in accordance with its rules and procedures, before the end of the Company’s fiscal year preceding the Plan Year for which the election is made, or before such other deadline established by the Committee to the extent such other deadline complies with the requirements of Code Section 409A and related Treasury guidance or Regulations. If no such Election Form is timely delivered for a Plan Year, the Annual Deferral Amount shall be zero for that Plan Year.

(c)Performance-Based Compensation. Notwithstanding the foregoing, the Committee may, in its sole discretion, determine that an irrevocable deferral election pertaining to performance-based compensation may be made by the Participant’s timely delivering an Election Form to the Committee, in accordance with its rules and procedures, no later than six 6 months before the end of the performance service period. “Performance-based compensation” shall mean Compensation that qualifies as performance-based compensation under Treasury Regulations Section 1.409A-1(e), as determined by the Committee.

3.4Withholding and Crediting of Annual Deferral Amounts. 

(a)For each Plan Year, the Base Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Salary payment in equal amounts, as adjusted from time to time for increases and decreases in Base Salary. The Bonus, Commission, Performance Shares, Restricted Stock Units, and/or Director Fees portion of the Annual Deferral Amount shall be withheld at the time these amounts are or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself. Annual Deferral Amounts shall be credited to the Participant’s Annual Account for such Plan Year at the time such amounts would otherwise have been paid to the Participant.

(b)Any paydays relating to periods of service that cross-over the calendar year end shall be covered by the Participant’s deferral election in effect for the later year, consistent with the default rules under Treasury Regulations Section1.409A-2(a)(13).

3.5Company Contribution Amount. 

(a)An Employer is not generally required to make Employer Contributions to this Plan. Employer Contributions may be made, however, as provided under the following subsections of this Section and Section 3.6.

-11-

(b)For each Plan Year, an Employer may be required to credit amounts to a Participant’s Annual Account in accordance with employment or other agreements entered into between the Participant and the Employer, which amounts shall be part of the Participant’s Company Contribution Amount for that Plan Year. Such amounts shall be credited to the Participant’s Annual Account for the applicable Plan Year on the date or dates prescribed by such agreements.

(c)For each Plan Year, an Employer, in its sole discretion, may, but is not required to, credit any amount it decides, in its discretion, to contribute to any Participant’s Annual Account under this Plan, which amount shall be part of the Participant’s Company Contribution Amount for that Plan Year. The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though one or more other Participants receive a Company Contribution Amount for that Plan Year. The Company Contribution Amount described in this Section 3.5(c), if any, shall be credited to the Participant’s Annual Account for the applicable Plan Year on a date or dates to be determined by the Committee, in its sole discretion.

3.6Company Restoration Matching Amount.  A Participant’s Company Restoration Matching Amount for any Plan Year shall be an amount, which is determined by the Committee to make up for a reduction in the Participant’s match in the 401(k) Plan for the Plan Year, if any, due to the Participant’s deferral of Base Salary, Commissions, and Bonus into this Plan for the Plan Year. In order to be eligible for a Company Restoration Matching Amount, a Participant must contribute the maximum amount that he or she is eligible to contribute to the 401(k) Plan year that corresponds to the Plan Year of this Plan. The amount of the Company Restoration Matching Amount shall be computed by determining the increase in the Participant’s eligible compensation (the “Increase”) under the 401(k) Plan for the Plan Year that would have occurred, absent the Participant’s election to participate in this Plan; the Company Restoration Matching Amount equals the additional matching contribution to the 401(k) Plan that would have occurred if the Participant’s eligible compensation had been increased by the Increase and the Participant had deferred that portion of the Increase into the 401(k) Plan that would have resulted in the maximum matching contribution by the Company with respect to the Increase. For example, if (a) the maximum eligible compensation under the 401(k) Plan for a Plan Year is $260,000, (b) the Company matches 50% of the first 6% of eligible compensation contributed by a Participant under the 401(k) Plan, and (c) eligible compensation under the 401(k) Plan is reduced to $220,000 because of the Participant’s deferral election under this Plan, the Company Restoration Matching Amount would be $1,200 (or 50% of 6% of $40,000). The Participant’s Company Restoration Matching Amount, if any, shall be credited to the Participant’s Annual Account for the applicable Plan Year on a date or dates to be determined by the Committee, in its sole discretion.

3.7Crediting of Amounts after Benefit Distribution.  Notwithstanding any provision in this Plan to the contrary, should the complete distribution of a Participant’s vested Account Balance occur prior to the date on which any portion of (i) the Annual Deferral Amount that a

-12-

Participant has elected to defer in accordance with Section 3.3, (ii) the Company Contribution Amount, or (iii) the Company Restoration Matching Amount, would otherwise be credited to the Participant’s Account Balance, such amounts shall not be credited to the Participant’s Account Balance, but shall be paid to the Participant in a manner determined by the Committee, in its sole discretion.

3.8Vesting. 

(a)A Participant shall at all times be 100% vested in his or her deferrals of Base Salary, Commissions, Performance Shares, Restricted Stock Units, Bonus and Director Fees, as applicable, plus Deemed Earnings thereon.

(b)A Participant shall be vested in the portion of his or her Account Balance attributable to any Company Contribution Amounts, plus Deemed Earnings thereon, in accordance with the vesting schedule(s) set forth in his or her Plan Agreement, employment agreement or any other agreement entered into between the Participant and his or her Employer. If not addressed in such agreements, a Participant shall vest in the portion of his or her Account Balance attributable to any Company Contribution Amounts, plus Deemed Earnings thereon, in accordance with the vesting schedule declared by the Committee in its sole discretion.

(c)A Participant shall be vested in the portion of his or her Account Balance attributable to any Company Restoration Matching Amounts, plus Deemed Earnings thereon, only to the extent that the Participant would be vested in such amounts under the provisions of the 401(k) Plan, as determined by the Committee in its sole discretion.

3.9Crediting/Debiting of Account Balances.  In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant’s Account Balance in accordance with the following rules:

(a)Measurement Funds. The Committee shall select from time to time certain mutual funds, insurance company separate accounts, indexed rates or other methods (the “Measurement Funds”) for purposes of crediting or debiting additional amounts to Participants’ Account Balances. The Committee may discontinue, substitute or add a Measurement Fund, provided however, that any decision to retain, discontinue or substitute a Measurement Fund shall be made in good faith. Any discontinuance of a Measurement Fund will take effect not earlier than the first day of the first calendar quarter that begins at least 30 days after the day on which the Committee gives Participants advance written notice of such change, unless such advance notice cannot be given due to reasons beyond the control of the Company or the Committee, in which case notice of the change shall be given as soon as administratively practical.

-13-

(b)Company Stock Fund. With respect to the deferral of Performance Shares and Restricted Stock Units, unless otherwise specifically provided by the Committee, such deferrals may be only credited to a Measurement Fund denominated in units of common stock of the Company, and distributions from such fund shall only be made in shares of such stock.

(c)Election of Measurement Funds. A Participant, in connection with his or her initial deferral election in accordance with Section 3.3 above, shall elect, on the Election Form, one or more Measurement Fund(s) (as described in Section 3.9(a) above) to be used to determine the amounts to be credited or debited to his or her Account Balance. If a Participant does not elect any of the Measurement Funds as described in the previous sentence, the Participant’s Account Balance shall automatically be allocated into a default Measurement Fund which is selected by the Committee and identified prior to such allocation in Plan communication materials. A Participant may (but is not required to) elect, by submitting an Election Form to the Committee that is accepted by the Committee or by any other procedure approved by the Committee, to add or delete one or more Measurement Fund(s) to be used to determine the amounts to be credited or debited to the Participant’s Account Balance, or to change the portion of the Participant’s Account Balance allocated to each previously or newly elected Measurement Fund. If an election is made in accordance with the previous sentence, it shall apply as of the first business day deemed reasonably practicable by the Committee, in its sole discretion, and shall continue thereafter for each subsequent day in which the Participant participates in the Plan, unless changed in accordance with the previous sentence.

(d)Proportionate Allocation. In making any election described in Section 3.9(c) above, the Participant shall specify on the Election Form, in increments of one percent (1%), the percentage of his or her Account Balance or Measurement Fund, as applicable, to be allocated/reallocated.

(e)Crediting or Debiting Method. The performance of each Measurement Fund (either positive or negative) will be determined on a daily basis based on the manner in which such Participant’s Account Balance has been hypothetically allocated among the Measurement Funds by the Participant.

(f)No Actual Investment. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and Participants’ elections of any such Measurement Fund, the allocations of their Account Balances thereto, and the calculation of additional amounts and the crediting or debiting of such amounts to the Account Balances, shall not be considered or construed in any manner as an actual investment of their Account Balances in any such Measurement Fund. In the event that the Company (or any other Employer) or the trustee of the Trust, in its own discretion, decides to invest funds in any or all of the investments on which the Measurement Funds are based, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s

-14-

Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; all Participants shall at all times remain general unsecured creditors of the Company or any other Employer.

3.10FICA and Other Taxes. 

(a)Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant’s Employer(s) shall withhold from that portion of the Participant’s Base Salary and/or Bonus Amounts that is not being deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes on such Annual Deferral Amount. If necessary, the Committee may reduce the Annual Deferral Amount in order to comply with this Section 3.10.

(b)Company Restoration Matching Amounts and Company Contribution Amounts. When a Participant becomes vested in a portion of his or her Account Balance attributable to any Company Restoration Matching Amounts and/or Company Contribution Amounts, the Participant’s Employer(s) shall withhold from that portion of the Participant’s Base Salary and/or Bonus that is not deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes (or other required withholdings) on such amounts. If necessary, the Committee may reduce the vested portion of the Participant’s Company Restoration Matching Amount or Company Contribution Amount, as applicable, in order to comply with this Section 3.10.

(c)Distributions. The Participant’s Employer(s), or the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer(s), or the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer(s) and the trustee of the Trust.

ARTICLE 4Scheduled Distribution; Unforeseeable Financial Emergencies

4.1Scheduled Distribution.  In connection with each election to defer an Annual Deferral Amount, a Participant may irrevocably elect to receive a Scheduled Distribution with respect to (i) all or a portion of the Annual Deferral Amount not relating to Performance Shares or Restricted Stock Units (the “Cash Deferral Portion”), either in (A) a lump sum payment equal to the Cash Deferral Portion, plus Deemed Earnings thereon, calculated as of the close of business on or around the Scheduled Distribution Date (as defined below), as determined by the Committee, or (B) pursuant to an Annual Installment Method of 5 years, in accordance with the Participant’s election; and/or (ii) all or a portion of the Annual Deferral Amount relating to Performance Shares or Restricted Stock Units (the “Equity Deferral Portion”), in a lump sum payment equal to the Equity Deferral Portion, plus Deemed Earnings thereon, calculated as of the close of business on or around

-15-

the Scheduled Distribution Date, as determined by the Committee. If the Participant does not make an election with respect to the form of payment for a Scheduled Distribution with respect to any Cash Deferral Portion (the “Applicable Scheduled Distribution”), then the Participant shall be deemed to have elected to receive such distribution as a lump sum payment. Subject to the other terms and conditions of this Plan, (a) an Applicable Scheduled Distribution shall be paid or begin to be paid out (as applicable) during the 60 day period commencing immediately after the first day of any month of the Plan Year designated by the Participant, and (b) a Scheduled Distribution with respect to any Equity Deferral Portion shall be paid out at the time determined by the Committee during the Plan Year designated by the Participant (in either case, the “Scheduled Distribution Date”). In any event, the Plan Year designated by the Participant with respect to any Cash Deferral Portion must be at least three Plan Years after the end of the Plan Year to which the Participant’s deferral election described in Section 3.3 relates, and the Plan Year designated by the Participant with respect to any Equity Deferral Portion must be at least three Plan Years after the end of the Plan Year in which the applicable equity compensation is scheduled to vest, as set forth in the related Election Form.

4.2Changes to Scheduled Distributions.  A Participant may elect to postpone a Scheduled Distribution described in Section 4.1 above and/or change the form of payment of an Applicable Scheduled Distribution by submitting a new Scheduled Distribution Election Form to the Committee in accordance with the following criteria:

(a)Such Scheduled Distribution Election Form must be submitted to and accepted by the Committee in its sole discretion at least 12 months prior to the Participant’s previously designated Scheduled Distribution Date;

(b)The Participant must select a new Scheduled Distribution Date that is the first day of a Plan Year and is at least five years after the previously designated Scheduled Distribution Date; and

(c)The election of the new Scheduled Distribution Date shall have no effect until at least 12 months after the date on which the election is made.

For purposes of applying the requirements above, the right to receive installment payments shall be treated as the entitlement to a single payment. The Committee shall interpret all provisions relating to an election described in this Section 4.2 in a manner that is consistent with Code Section 409A and related Treasury guidance or Regulations. The Scheduled Distribution Election Form most recently accepted by the Committee in accordance with the criteria set forth above shall govern the related Scheduled Distribution.

-16-

4.3Unforeseeable Emergencies. 

(a)Notwithstanding any contrary Plan provision, if a Participant experiences an Unforeseeable Emergency, the Participant may petition the Committee to receive a partial or full payout under the Plan, subject to the provisions set forth below.

(b)The payout, if any, under the Plan shall not exceed the lesser of (i) the vested portion of the Participant’s unpaid Account Balance, calculated as of the close of business on or around the date on which the amount becomes payable, as determined by the Committee, or (ii) the amount necessary to satisfy the Unforeseeable Emergency, plus amounts necessary to pay Federal, state, or local income taxes or penalties reasonably anticipated as a result of the distribution. Notwithstanding the foregoing, a Participant may not receive a payout under the Plan to the extent that the Unforeseeable Emergency is or may be relieved (A) through reimbursement or compensation by insurance or otherwise, (B) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship or (C) by cessation of deferrals under this Plan.

(c)If the Committee, in its sole discretion, approves a Participant’s petition for payout under the Plan, the Participant shall receive the payout within 60 days of the date of such approval, and the Participant’s deferral election for that year under the Plan shall be terminated as of the date of such approval.

(d)In addition, a Participant’s deferral elections under this Plan shall be terminated to the extent the Committee determines, in its sole discretion, that termination of such Participant’s deferral elections is required pursuant to Treasury Regulations Section1.401(k)-1(d)(3) for the Participant to obtain a hardship distribution from an Employer’s 401(k) Plan. If the Committee determines, in its sole discretion, that a termination of the Participant’s deferrals is required in accordance with the preceding sentence, the Participant’s deferrals shall be terminated as soon as administratively practicable following the date on which such determination is made.

(e)Notwithstanding the foregoing, the Committee shall interpret all provisions relating to a payout and/or termination of deferrals under this Section 4.3 in a manner that is consistent with Code Section 409A and related Treasury guidance and Regulations.

ARTICLE 5Change in Control Benefit

5.1Change in Control Benefit.  A Participant, in connection with his or her commencement of participation in the Plan, shall irrevocably elect on an Election Form whether to (i) receive a Change in Control Benefit upon the occurrence of a Change in Control, which shall be equal to the Participant’s vested Account Balance, calculated as of the close of business on or around

-17-

the Participant’s Benefit Distribution Date, as determined by the Committee, or (ii) to have his or her Account Balance remain in the Plan upon the occurrence of a Change in Control and to have his or her Account Balance remain subject to the terms and conditions of the Plan. If a Participant does not make any election with respect to the payment of the Change in Control Benefit, then such Participant’s Account Balance shall remain in the Plan upon a Change in Control and shall be subject to the terms and conditions of the Plan.

5.2Payment of Change in Control Benefit.  Notwithstanding any contrary Plan provision, including, but not limited to, Article 4, the Change in Control Benefit, if any, shall be paid to the Participant in a lump sum no later than 60 days after the Participant’s Benefit Distribution Date. The Committee shall interpret all provisions in this Plan relating to a Change in Control Benefit in a manner that is consistent with Code Section 409A and related Treasury guidance and Regulations.

ARTICLE 6

Termination Benefit

6.1Termination Benefit.  Notwithstanding any contrary Plan provision, including, but not limited to, Article 4, and subject to Section 6.3, a Participant who incurs a Termination (a “Terminated Participant”) shall receive, as a Termination Benefit, the vested portion of his or her Account Balance that is not then in pay status, calculated as of the close of business on or around the Participant’s Benefit Distribution Date, as determined by the Committee.

6.2Payment of Termination Benefit. 

(a)In connection with a Participant’s election to defer an Annual Deferral Amount, the Participant shall elect the form in which his or her Annual Account or applicable portion(s) thereof for such Plan Year (each, an “Applicable Annual Account”) will be paid, as set forth on the related Election Form. The Participant may elect to receive an Applicable Annual Account in the form of a lump sum or pursuant to an Annual Installment Method of 5, 10 or 15 years; provided, however, that any Applicable Annual Account relating to Performance Shares or Restricted Stock Units shall be payable only in the form of a lump sum. If a Participant does not make any election with respect to the payment of an Applicable Annual Account, then the Participant shall be deemed to have elected to receive such payment in the form of a lump sum.

(b)A Participant may change the form of payment for an Applicable Annual Account not relating to Performance Shares or Restricted Stock Units by submitting a new Election Form to the Committee in accordance with the following criteria:

(i)The new Election Form shall have no effect until at least twelve (12) months after the date on which it is accepted by the Committee; and

-18-

(ii)Each payment related to the Applicable Annual Account shall be delayed at least five years from the previously scheduled Benefit Distribution Date for such account.

For purposes of applying the requirements above, the right to receive installment payments shall be treated as the entitlement to a single payment. The Committee shall interpret all provisions relating to an election described in this Section 6.2 in a manner that is consistent with Code Section 409A and related Treasury guidance or Regulations. The Election Form most recently accepted by the Committee in accordance with the criteria set forth above shall govern the payout of the Applicable Annual Account.

(c)The lump sum payment shall be made, or installment payments shall commence, as applicable, no later than 60 days after the Benefit Distribution Date. Remaining installments, if any, shall continue in accordance with the Participant’s election for each Applicable Annual Account and shall be paid no later than 60 days after each anniversary of the Benefit Distribution Date.

6.3Small Account Balances.  Notwithstanding any contrary Plan provision, if the value of a Terminated Participant’s vested Account Balance as of his or her Benefit Distribution Date (as defined in Section 1.8(a)) is less than or equal to the applicable limit under Code Section 402(g) that is in effect at such time, payment of such vested Account Balance (including any amounts already in pay status) automatically shall be made in the form of a lump sum no later than 60 days after the Benefit Distribution Date, provided, that such payment results in the termination and liquidation of the Participant’s interest under the Plan (and under any other arrangements with which the Plan must be aggregated pursuant to Treasury Regulations Section 1.409A-1(c)(2)). The Committee shall interpret all provisions relating to a cashout under this Section 6.3 in a manner that is consistent with Code Section 409A and related Treasury guidance or Regulations.

ARTICLE 7

Disability Benefit

7.1Disability Benefit.  Notwithstanding any contrary Plan provision, including, but not limited to, Article 4, a Participant who incurs a Disability shall receive, as a Disability Benefit, the vested portion of his or her Account Balance that is not then in pay status, calculated as of the close of business on or around the Participant’s Benefit Distribution Date, as determined by the Committee.

7.2Payment of Disability Benefit. 

(a)The Participant’s Disability Benefit shall be paid in the form in which the Participant elected or was deemed to have elected to receive his or her Termination Benefit for each Applicable Annual Account in accordance with Section 6.2(a); provided, however, that any

-19-

Applicable Annual Account relating to Performance Shares or Restricted Stock Units shall be payable only in the form of a lump sum.

(b)The lump sum payment shall be made, or installment payments shall commence, as applicable, no later than 60 days after the Benefit Distribution Date. Remaining installments, if any, shall continue in accordance with the Participant’s election for each Applicable Annual Account and shall be paid no later than 60 days after each anniversary of the Benefit Distribution Date.

ARTICLE 8

Death Benefit

8.1Death Benefit.  Notwithstanding any contrary Plan provision, including, but not limited to, Article 4, a Participant’s Beneficiary(ies) shall receive a Death Benefit upon the Participant’s death which will be equal to the Participant’s vested Account Balance, calculated as of the close of business on or around the Participant’s Benefit Distribution Date, as determined by the Committee. A copy of the related death notice or other sufficient documentation must be filed with and approved by the Committee.

8.2Payment of Death Benefit.  The Death Benefit shall be paid to the Participant’s Beneficiary(ies) in a lump sum payment no later than 90 days after the Participant’s Benefit Distribution Date.

ARTICLE 9

Beneficiary Designation

9.1Beneficiary.  Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates.

9.2Beneficiary Designation; Change; Spousal Consent.  A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee’s rules and procedures, as in effect from time to time. If the Participant names someone other than his or her Spouse as a Beneficiary, spousal consent is required and shall be provided in a form designated by the Committee, executed by such Participant’s Spouse and returned to the Committee. Any spousal consent required under the Plan shall be valid only with respect to the Spouse who signed the spousal consent. Upon the acceptance by the Committee of a

-20-

new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death.

9.3Acknowledgment.  No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or its designated agent.

9.4No Beneficiary Designation.  If a Participant fails to designate a Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, then the Participant’s designated Beneficiary shall be deemed to be his or her surviving Spouse. If the Participant has no surviving Spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant’s estate (on behalf of the estate).

9.5Doubt as to Beneficiary.  If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Participant’s Employer to withhold such payments until this matter is resolved to the Committee’s satisfaction.

9.6Discharge of Obligations.  The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with respect to the Participant, and that Participant’s Plan Agreement shall terminate upon such full payment of benefits.

ARTICLE 10

Leave of Absence

10.1Paid Leave of Absence.  If a Participant is authorized by the Participant’s Employer to take a paid leave of absence from the employment of the Employer, and such leave of absence does not constitute a separation from service, as determined by the Committee in accordance with Code Section 409A and related Treasury guidance and Regulations, (i) the Participant shall continue to be considered eligible for the benefits provided in Articles 4, 5, 6, 7, or 8 in accordance with the provisions of those Articles, and (ii) the Annual Deferral Amount shall continue to be withheld during such paid leave of absence in accordance with Section 3.3.

10.2Unpaid Leave of Absence.  If a Participant is authorized by the Participant’s Employer to take an unpaid leave of absence from the employment of the Employer for any reason, and such leave of absence does not constitute a separation from service, as determined by the Committee in accordance with Code Section 409A and related Treasury guidance and Regulations, such Participant shall continue to be eligible for the benefits provided in Articles 4, 5, 6, 7, or 8 in accordance with the provisions of those Articles. However, the Participant shall be excused from

-21-

fulfilling his or her Annual Deferral Amount commitment that would otherwise have been withheld during the period during which the unpaid leave of absence is taken. If a Participant returns from the leave of absence during the Plan Year in which leave of absence began, the Participant’s deferral election shall be immediately reinstated for the remainder of the year with respect to eligible compensation earned subsequent to the return from the leave of absence. In addition, if the Participant returns to employment, the Participant may elect to defer an Annual Deferral Amount for the Plan Year following his or her return to employment and for every Plan Year thereafter while a Participant in the Plan, provided such deferral elections are otherwise allowed and an Election Form is delivered to and accepted by the Committee for each such election in accordance with Section 3.3 above.

10.3Leaves Resulting in Separation from Service.  In the event that a Participant’s leave of absence from his or her Employer constitutes a separation from service, as determined by the Committee in accordance with Code Section 409A and related Treasury guidance and Regulations, the Participant’s vested Account Balance shall be distributable to the Participant in accordance with Article 6 of this Plan.

ARTICLE 11

Termination of Plan, Amendment or Modification

11.1Termination of Plan.  Although the Company anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that the Company will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, the Company reserves the right to Terminate the Plan, either entirely or with respect to one or more Employers participating in the Plan. Such action shall be taken by the Board or its delegate. In the event of a Termination of the Plan, the Measurement Funds available to Participants following the Termination of the Plan shall be comparable in number and type to those Measurement Funds available to Participants in the Plan Year preceding the Plan Year in which the Termination of the Plan is effective. Following a Termination of the Plan, Participant Account Balances shall remain in the Plan until the Participant becomes eligible for the benefits provided in Articles 4, 5, 6, 7, or 8 in accordance with the provisions of those Articles. The Termination of the Plan shall not adversely affect any Participant or Beneficiary who has become entitled to the payment of any benefits under the Plan as of the date of termination. Notwithstanding the foregoing, to the extent permissible under Code Section 409A and related Treasury guidance or Regulations, during the 30 days preceding or within 12 months following a Change in Control, the Company shall be permitted to (i) terminate the Plan, and (ii) distribute the vested Account Balances to Participants in a lump sum no later than 12 months after the Change in Control, provided that all other substantially similar arrangements sponsored by such Company are also terminated and all balances in such arrangements are distributed within 12 months of the termination of such arrangements.

-22-

11.2Amendment. 

(a)The Company, acting through the Board or a delegate of the Board, may, at any time, amend or modify the Plan in whole or in part with respect to the Company or a particular Employer. Notwithstanding the foregoing, (i) no amendment or modification shall be effective to decrease the value of a Participant’s vested Account Balance in existence at the time the amendment or modification is made, and (ii) no amendment or modification of this Section 11.2 or Section 12.2 of the Plan shall be effective.

(b)Notwithstanding any provision of the Plan to the contrary, in the event that the Company determines that any provision of the Plan may cause amounts deferred under the Plan to become immediately taxable to any Participant under Code Section 409A and related Treasury guidance or Regulations, the Company may (i) adopt such amendments to the Plan and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the Plan benefits provided by the Plan and/or (ii) take such other actions as the Company determines necessary or appropriate to comply with the requirements of Code Section 409A and related Treasury guidance or Regulations.

11.3Plan Agreement.  Despite the provisions of Sections 11.1 and 11.2 above, if a Participant’s Plan Agreement contains benefits or limitations that are not in this Plan document, the Company may only amend or terminate such provisions with the written consent of the Participant.

11.4Effect of Payment.  The full payment of the Participant’s vested Account Balance under Articles 4, 5, 6, 7, or 8 of the Plan shall completely discharge all obligations to a Participant and his or her designated Beneficiaries under this Plan, and the Participant’s Plan Agreement shall terminate.

ARTICLE 12Administration

12.1Committee Duties.  Except as otherwise provided in this Article 12, this Plan shall be administered by a Committee, which shall consist of the Board, or such committee as the Board shall appoint. Members of the Committee may be Participants under this Plan. The Committee shall also have the discretion and authority to (i) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan, and (ii) decide or resolve any and all questions, including benefit entitlement determinations and interpretations of this Plan, as may arise in connection with the Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant or the Company.

-23-

12.2Administration Upon Change in Control.  Within 120 days following a Change in Control, an independent third party administrator (the “Administrator”) may be selected by the individual who, immediately prior to the Change in Control, was the Company’s Chief Executive Officer (the “Ex-CEO”). The Committee, as constituted prior to the Change in Control, shall continue to be the Administrator until the earlier of (i) the date on which such independent third party is selected and approved, or (ii) the expiration of the 120 day period following the Change in Control. If an independent third party is not selected within 120 days of such Change in Control, the Committee, as described in Section 12.1 above, shall be the Administrator. The Administrator shall have the discretionary power to determine all questions arising in connection with the administration of the Plan and the interpretation of the Plan, including, but not limited to, benefit entitlement determinations; provided, however, upon and after the occurrence of a Change in Control, the Administrator shall have no power to direct the investment of Plan assets or select any investment manager or custodial firm for the Plan. Upon and after the occurrence of a Change in Control, the Company must: (1) pay all reasonable administrative expenses and fees of the Administrator; (2) indemnify the Administrator against any costs, expenses and liabilities including, without limitation, attorney’s fees and expenses arising in connection with the performance of the Administrator hereunder, except with respect to matters resulting from the gross negligence or willful misconduct of the Administrator or its employees or agents; and (3) supply full and timely information to the Administrator on all matters relating to the Plan, the Participants and their Beneficiaries, the Account Balances of the Participants, the date and circumstances of the Termination, Disability, or death of the Participants, and such other pertinent information as the Administrator may reasonably require. Upon and after a Change in Control, the Administrator may be terminated (and a replacement appointed) by the Ex-CEO. Upon and after a Change in Control, the Administrator may not be terminated by the Company.

12.3Agents.  In the administration of this Plan, the Committee or the Administrator, as applicable, may, from time to time, employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel.

12.4Binding Effect of Decisions.  Any decision or action of the Committee or Administrator, as applicable, with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder, shall be final and conclusive and binding upon all persons or entities having any interest in the Plan, and shall be given the maximum possible deference permitted by law.

12.5Indemnity of Committee.  All Employers shall indemnify and hold harmless the members of the Committee, any Employee to whom the duties of the Committee may be delegated, and the Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee, any of its members, any such Employee or the Administrator.

-24-

12.6Employer Information.  To enable the Committee and/or Administrator to perform its functions, the Company and each Employer shall supply full and timely information to the Committee and/or Administrator, as the case may be, on all matters relating to the Plan, the Trust, the Participants and their Beneficiaries, the Account Balances of the Participants, the compensation of its Participants, the date and circumstances of the Termination, Disability, or death of its Participants, and such other pertinent information as the Committee or Administrator may reasonably require.

ARTICLE 13

Other Benefits and Agreements

13.1Coordination with Other Benefits.  The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Participant’s Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.

ARTICLE 14

Claims Procedures

14.1Presentation of Claim.  Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”), or his or her representative who is duly authorized in writing by the Claimant to act on his or her behalf (an “Authorized Representative”), may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant under the Plan. The claim must state with particularity the determination desired by the Claimant.

14.2Notification of Decision. 

(a)General. If a Claimant’s written claim for benefits (other than benefits due to a Disability (a “Disability Claim”)) under the Plan is denied in whole or in part, the Committee will provide written notice of such denial to the Claimant within a reasonable period of time, but no later than 90 calendar days after the Committee’s receipt of the claim, unless the Committee, in its discretion, determines that special circumstances necessitate an extension of up to 90 additional calendar days to review the claim, in which case the Claimant will be notified in writing of the extension before the end of the initial 90-day period, the special circumstances necessitating the extension and the date by which the Committee expects to render its decision on the claim.

(b)Disability Claim. If a Claimant’s Disability Claim under the Plan is denied in whole or in part, the Committee will provide written notice of such denial to the Claimant within a reasonable period of time, but no later than 45 calendar days after the Committee’s receipt of the

-25-

Disability Claim, unless the Committee, in its discretion, determines that matters beyond its control necessitate an extension of up to 30 additional calendar days to review the Disability Claim, in which case the Claimant will be notified in writing of the extension before the end of the initial 45-day period. If the Committee determines that a decision on the Disability Claim cannot be made within the first 30-day extension period due to matters beyond its control, the time period for making the decision may be further extended for an additional 30 calendar days. If such an additional extension is necessary, the Committee shall notify the Claimant before the end of the initial 30-day extension period. Any notice of extension shall indicate the circumstances necessitating the extension of time, the date by which the Committee expects to render a decision on the Disability Claim, the specific standards on which such entitlement to a benefit is based, any unresolved issues that prevent a decision on the Disability Claim and any additional information needed to resolve those issues. The Claimant will be provided a minimum of 45 calendar days to submit any such additional information to the Committee. In the event that a 30-day extension is necessary due to the Claimant’s failure to submit information necessary to decide the Disability Claim, the period for furnishing a notice of decision shall be tolled from the date on which the notice of the extension is sent to the Claimant until the earlier of the date the Claimant responds to the request for additional information or the response deadline

(c)Contents of Notice of Denial. If a Claimant’s claim for benefits under the Plan is denied, the notice of denial shall contain the following information:

(i)The specific reason or reasons for the denial in plain language;

(ii)A specific reference to the pertinent Plan provisions on which the denial was based;

(iii)A description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary;

(iv)An explanation of the claims review procedures set forth in Sections 14.3 and 14.4, as applicable, and the time limits applicable to such procedures; and

(v)A statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse determination upon review.

(vi)In the case of a denial of a Disability Claim, the notice also shall include a statement that the Committee will provide to the Claimant, upon request and free of charge, a copy of any internal rule, guideline, protocol or other similar criterion that was relied upon in denying the Disability Claim.

-26-

14.3Review of a Denied Claim. 

(a)General. A Claimant whose claim for benefits (other than a Disability Claim) under the Plan has been wholly or partially denied, or his or her Authorized Representative, may appeal the denial by filing an appeal in writing to the Committee within 60 calendar days after the Claimant’s receipt of the notice of denial. A Claimant who timely appeals a claim denial will have the opportunity, upon request and free of charge, to have reasonable access to and copies of all documents, records and other information relevant to the Claimant’s claim, as determined by the Committee. The Claimant may submit written comments, documents, records and other information relating to his or her claim with the appeal. The Committee will review all comments, documents, records and other information submitted by the Claimant relating to the claim, regardless of whether such information was submitted or considered in the initial claim determination. The Committee shall make a decision on the Claimant’s appeal within a reasonable period of time, but no later than 60 calendar days after receiving the appeal, unless the Committee, in its discretion, determines that special circumstances necessitate an extension of up to 60 additional calendar days to review the appeal, in which case the Claimant will be notified in writing of the extension before the end of the initial 60-day period, the special circumstances necessitating the extension and the date by which the Committee expects to render its decision on the appeal.

(b)Disability Claim. A Claimant whose Disability Claim under the Plan has been wholly or partially denied, or his or her Authorized Representative, may appeal the denial by filing an appeal in writing to the Committee within 180 calendar days after the Claimant’s receipt of the notice of denial. A Claimant who timely appeals a Disability Claim denial will have the opportunity, upon request and free of charge, to have reasonable access to and copies of all documents, records and other information relevant to the Claimant’s Disability Claim, as determined by the Committee. The Claimant may submit written comments, documents, records and other information relating to his or her Disability Claim with the appeal. The Committee will review all comments, documents, records and other information submitted by the Claimant relating to the Disability Claim, regardless of whether such information was submitted or considered in the initial claim determination. The review of the appeal shall be conducted by the Committee (exclusive of the person who made the initial adverse decision or such person’s subordinate). In reviewing the appeal, the Committee shall: (i) not afford deference to the initial denial of the Disability Claim, (ii) consult a health care professional who has appropriate training and experience in the field of medicine relating to the Claimant’s Disability and who was neither consulted as part of the initial denial nor is the subordinate of such individual, and (iii) identify any medical or vocational experts whose advice was obtained with respect to the initial benefit denial, without regard to whether the advice was relied upon in making the decision. The Committee shall make a decision on the Claimant’s appeal within a reasonable period of time, but no later than 45 calendar days after receiving the appeal, unless the Committee, in its discretion, determines that special circumstances necessitate an extension of up to

-27-

45 additional calendar days to review the appeal, in which case the Claimant will be notified in writing of the extension before the end of the initial 45-day period, the special circumstances necessitating the extension and the date by which the Committee expects to render its decision on the appeal.

(c)Contents of Notice. If the Claimant’s appeal is denied in whole or part, the Committee shall provide written notice to the Claimant of such denial. The written notice shall include the following information:

(i)The specific reason or reasons for the denial;

(ii)A specific reference to the pertinent Plan provisions on which the denial was based;

(iii)A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to the Claimant’s claim, as determined by the Committee; and

(iv)A statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA.

(v)In the case of a denial of an appealed Disability Claim, the notice also will include a statement that the Committee will provide to the Claimant, upon request and free of charge, a copy of any internal rule, guideline, protocol or other similar criterion relied upon in making the decision.

14.4Arbitration/Interest on Unpaid Amounts/Controlling Law. 

(a)A Claimant whose claim for benefits (other than a Disability Claim) under the Plan has been denied on appeal (as described in Section 14.3), or his or her Authorized Representative, may submit the controversy to final and binding arbitration pursuant to the then most applicable Rules of the American Arbitration Association (“AAA”); provided, however, that unless the parties otherwise agree, the arbitration shall be before a single arbitrator selected either by mutual agreement or, failing agreement, from a list of seven arbitrators provided by AAA, (1) four of whom shall be retired judges of the Superior or Appellate Courts of California who are residents of Santa Clara, counties adjoining to Santa Clara County, or San Francisco County, and, if such list exists at the time of the dispute, who are members of the Independent List of Retired Judges, and (2) three of whom shall be members of the National Academy of Arbitrators, resident in Santa Clara, counties adjoining to Santa Clara County, or San Francisco County. In the event the parties are unable to agree upon such an arbitrator from such list of seven, each party shall strike one name in turn with the first to strike being chosen by lot. When only one name remains, that person shall be

-28-

the parties’ arbitrator. Notwithstanding any contrary Plan provision, the parties hereto expressly waive their rights, if any, to have such matters heard by a jury or a judge, whether in state or federal court. The cost of the arbitration, including, but not limited to, any reasonable legal fees or other expenses incident thereto incurred in connection with such arbitration, shall be borne by the Employer unless the arbitrators(s) determines that the Claimant’s claim is frivolous, in which case the Claimant shall bear his own legal fees. In the arbitration the Committee’s decision on appeal shall be upheld unless the arbitrator(s) determine that the decision constitutes an abuse of discretion.

(b)The Employer agrees to pay interest on any amounts payable to a Participant or Beneficiary under this Plan which are not paid within 30 days after the date when due and on any money judgment which is awarded to the Participant or Beneficiary following a proceeding to enforce any portion of this Plan from the date that payments should have been made under this Plan. Such interest shall be calculated at the prime rate offered by a bank designated by the Committee, or its successor, from the date that payments should have been made under this Plan to the time of actual payment.

14.5Exhaustion of Plan’s Claims and Review Procedures Required. No Claimant or any representative thereof may institute any action or proceeding in any state or federal court of law or equity with respect to any claim for benefits under the Plan unless and until he or she has first exhausted the Plan’s claims and review procedures described in Sections 14.1 through 14.3 for every issue that he or she deems relevant with respect to such claim. Any such action must be brought no later than nine (9) months after the Committee’s denial of the claim on appeal, regardless of any state or federal statues establishing provisions relating to limitations on actions.

ARTICLE 15

Trust

15.1Establishment of the Trust.  In order to provide assets from which to fulfill its obligations to the Participants and their Beneficiaries under the Plan, the Company may, in its sole discretion, establish a grantor trust (within the meaning of subpart E, part I, subchapter J, chapter I, subtitle A of the Code) by a trust agreement with a third party, the trustee, to which each Employer may, in its discretion, contribute cash or other property, including securities issued by the Company, to provide for the benefit payments under the Plan.

15.2Interrelationship of the Plan and the Trust.  The provisions of the Plan and the Plan Agreement shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at all times remain liable to carry out its obligations under the Plan.

-29-

15.3Distributions From the Trust.  Each Employer’s obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Employer’s obligations under this Plan.

ARTICLE 16

Miscellaneous

16.1Unfunded Status of Plan.  The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted (i) to the extent possible in a manner consistent with the intent described in the preceding sentence, and (ii) in accordance with Code Section 409A and related Treasury guidance and Regulations. The foregoing notwithstanding, the Company makes no representation that the benefits provided under the Plan will comply with Code Section 409A and makes no undertaking to prevent Code Section 409A from applying to the benefits provided under the Plan or to mitigate its effects on any deferrals or payments made under the Plan.

16.2Unsecured General Creditor.  Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of an Employer. For purposes of the payment of benefits under this Plan, any and all of an Employer’s assets shall be, and remain, the general, unpledged unrestricted assets of the Employer. An Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

16.3Designated Payment Date.  Notwithstanding any contrary Plan provision, any payment that is scheduled to be made to a Participant under the Plan on a date specified under the Plan (the “Designated Payment Date”) will be treated as made on the Designated Payment Date if such payment is made either (a) on that date or a later date that is no later than (i) the end of the Participant’s taxable year that includes the Designated Payment Date, or (ii) if later, the fifteenth (15^th) calendar day of the third (3^rd) calendar month immediately following the Designated Payment Date; or (b) no earlier than thirty (30) calendar days before the Designated Payment Date. In no event will the Participant be permitted, directly or indirectly, to designate the taxable year of such payment. For this purpose, if the date specified is only a designated taxable year of the Participant or a period of time during such taxable year, the date specified under the Plan is treated as the first day of such taxable year or the first day of the period of time during such taxable year, as applicable.

16.4Employer’s Liability.  An Employer’s liability for the payment of benefits shall be defined only by the Plan and the Plan Agreement, as entered into between the Employer and a Participant. An Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her Plan Agreement.

-30-

16.5No Guarantees Regarding Tax Treatment.  Participants (or their Beneficiaries) will be responsible for all taxes with respect to any benefits under the Plan. The Board, the Committee, the Company and any other Employer make no guarantees regarding the tax treatment to any person of any deferrals or payments made under the Plan. Participants (or their Beneficiaries) shall be responsible for all taxes with respect to any benefits under the Plan and should consult with their own qualified tax advisors.

16.6Nonassignability.  Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency or be transferable to a Spouse as a result of a property settlement or otherwise.

16.7Not a Contract of Employment.  The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between any Employer and the Participant. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, unless expressly provided in a written employment agreement. The Participant’s participation in the Plan shall not create a right to further employment with any Employer and shall not interfere with any ability of any Employer to terminate the Participant’s employment relationship at any time with or without cause.

16.8Furnishing Information.  A Participant or his or her Beneficiary shall cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary.

16.9Terms.  Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.

16.10Captions.  The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

-31-

16.11Governing Law.  The Plan is intended to comply with the provisions of Code Section 409A and related Treasury guidance and Regulations. Notwithstanding any contrary Plan provision, the Plan will be construed, administered and enforced in a manner that is consistent with such intent. The provisions of the Plan also will be construed, administered and enforced in accordance with the applicable provisions of ERISA, and to the extent not preempted by ERISA, with the applicable laws of the State of California (other than its conflict of laws provisions).

16.12Notice.  Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

Adobe Systems IncorporatedAttn: Senior Director of Compensation and Benefits345 Park AvenueSan Jose, CA 95110-2704

A second copy shall also be sent to the General Counsel for the Company, at the same address listed above. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

16.13Successors.  The provisions of this Plan shall bind and inure to the benefit of the Participant’s Employer and its successors and assigns and the Participant and the Participant’s designated Beneficiaries.

16.14Spouse’s Interest.  The interest in the benefits hereunder of a Spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such Spouse in any manner, including but not limited to such Spouse’s will, nor shall such interest pass under the laws of intestate succession.

16.15Validity.  In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

16.16Incompetent.  If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or

-32-

incapable person. The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

16.17Court Order.  Notwithstanding any contrary Plan provision, the Committee is authorized to comply with any court order in any action in which the Plan or the Committee has been named as a party, including any action involving a determination of the rights or interests in a Participant’s benefits under the Plan. Notwithstanding the foregoing, the Committee shall interpret this provision in a manner that is consistent with Code Section 409A and other applicable tax law. In addition, if necessary to comply with a domestic relations order, as defined in Code Section 414(p)(1)(B), pursuant to which a court has determined that a Spouse or former Spouse of a Participant has an interest in the Participant’s benefits under the Plan, the Committee, in its sole discretion, shall have the right to immediately distribute the Spouse’s or former Spouse’s interest in the Participant’s benefits under the Plan to such Spouse or former Spouse, as provided in Treasury Regulations Section 1.409A-3(j)(4)(ii).

16.18Distribution in the Event of Income Inclusion Under 409A.  If any portion of a Participant’s Account Balance under this Plan is required to be included in income by the Participant prior to receipt due to a failure of this Plan to meet the requirement of Code Section 409A and related Treasury guidance or Regulations, the Participant may petition the Committee or Administrator, as applicable, for a distribution of that portion of his or her Account Balance that is required to be included in his or her income. Upon the grant of such a petition, which grant shall not be unreasonably withheld, the Participant’s Employer shall distribute to the Participant immediately-available funds in an amount equal to the portion of his or her Account Balance required to be included in income as a result of the failure of the Plan to meet the requirements of Code Section 409A and related Treasury guidance or Regulations, which amount shall not exceed the Participant’s unpaid vested Account Balance under the Plan. If the petition is granted, such distribution shall be made within 90 days of the date when the Participant’s petition is granted. Such a distribution shall affect and reduce the Participant’s benefits to be paid under this Plan. Notwithstanding the preceding sentences of this Section, if the Committee determines that Code Section 409A requires that distribution of Account Balances be automatic in order to comply with Code Section 409A, the portion of a Participant’s Account Balance that fails to comply with the requirements of Code Section 409A shall be automatically distributed.

16.19Deduction Limitation on Benefit Payments.  If an Employer reasonably anticipates that the Employer’s deduction with respect to any distribution from this Plan would be limited or eliminated by application of Code Section 162(m), then to the extent deemed necessary by the Employer to ensure that the entire amount of any distribution from this Plan is deductible, the Employer may delay payment of any amount that would otherwise be distributed from this Plan.

-33-

Any amounts for which distribution is delayed pursuant to this Section shall continue to be credited/debited with Deemed Earnings in accordance with Section 3.9 above. The delayed amounts (and any amounts credited thereon) shall be distributed to the Participant (or his or her Beneficiary in the event of the Participant’s death) at the earliest date the Employer reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m).

16.20Errors in Deferrals or Distributions. In the event of an operational error, including, but not limited to, an error involving deferral amounts, overpayments or underpayments, such operational error shall be corrected in a manner consistent with and as permitted by any correction procedures established under Code Section 409A or related Treasury guidance or Regulations.

16.21Apportionment of Costs and Duties.  All acts required of the Employers under the Plan may be performed by the Company for itself and the other Employers, and the costs of the Plan will be equitably apportioned by the Committee among the Company and the other Employers. Whenever an Employer is permitted or required under the terms of the Plan to do or perform any act, matter or thing, it will be done and performed by any officer or employee of the Employer who is thereunto duly authorized by the board of directors of the Employer.

16.22Insurance.  The Employers, on their own behalf or on behalf of the trustee of the Trust, and, in their sole discretion, may apply for and procure insurance on the life of a Participant, in such amounts and in such forms as the Trust may choose. The Employers or the trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any such insurance. The Participant shall have no interest whatsoever in any such policy or policies. Any application and procurement of insurance shall comply with Section 101(j) of the Code, including the requirements requiring proper notification to and consent by Participants. A Participant who has elected to be insured shall supply such information and execute such documents as may be required by the insurance company or companies to whom the Employers have applied for insurance.

IN WITNESS WHEREOF, the Company, by its duly authorized officer, has signed this restated Plan document on the date specified below.

Dated: November ___, 2014            Adobe Systems Incorporated

By: ____________________________

Title: VP, ERC & Rewards

-34-