0001104659-07-005820.txt : 20070130 0001104659-07-005820.hdr.sgml : 20070130 20070130172658 ACCESSION NUMBER: 0001104659-07-005820 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20070124 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070130 DATE AS OF CHANGE: 20070130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADOBE SYSTEMS INC CENTRAL INDEX KEY: 0000796343 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770019522 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15175 FILM NUMBER: 07565561 BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: SAN JOSE STATE: CA ZIP: 95110-2704 BUSINESS PHONE: 4085366000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: SAN JOSE STATE: CA ZIP: 95110-2704 8-K 1 a07-2999_18k.htm 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 24, 2007

Adobe Systems Incorporated

(Exact name of Registrant as specified in its charter)

Delaware		0-15175		77-0019522
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

345 Park Avenue
San Jose, California 95110-2704
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 536-6000

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) 2007 Performance Share Program

Effective January 24, 2007, the Executive Compensation Committee of the Board of Directors (the “Committee”) of Adobe Systems Incorporated (the “Company”) adopted the 2007 Performance Share Program (the “Program”). The Committee established the Program to help align the Company’s management with those of its stockholders, as well as to support the retention of key executives. All members of the Company’s executive management team and other key members of senior management (the “Program Participants”) will participate in the Program. Awards for executive officers under the Program were approved on January 24, 2007 in the form of “Performance Shares” pursuant to the terms of the Company’s Amended 1994 Performance and Restricted Stock Plan.

The Program requires that the Company achieve at least 90% of its revenue target for fiscal year 2007 as approved by the Board of Directors as a minimum threshold before Program Participants earn any Performance Shares under the Program. If this initial threshold is achieved, the actual number of Performance Shares earned is based on the achievement of two equally-weighed metrics–operating margin and revenue growth. The payout of Performance Shares will correlate to the Company’s 2007 fiscal year-end achievement for each metric, which minimum achievement must be at least 95% of the established operating margin and revenue growth target amounts. Plan Participants may receive less than the Performance Share target payouts under the Program, and in no event may an actual payout exceed 200% of a target payout amount.

Performance Shares will be earned initially (if at all) following the Company’s 2007 fiscal year-end, subject to specified change in control exceptions. Each Program Participant must be employed through the first anniversary of his or her grant date to be eligible. For executive officers, Performance Shares will vest 25% on the certification date of the achievement of the applicable metrics by the Board of Directors, or the first anniversary of the Program Participant’s grant date, whichever is later. Additional vesting of the Performance Shares will be 25% each year on the second, third and fourth anniversaries of the grant date, contingent upon the Program Participant’s continued service to the Company.

The Performance Share target and maximum payouts for the Performance Shares granted to the Company’s executive officers are as follows:

Officer	Title	Target	Maximum (200%)
Bruce R. Chizen	Chief Executive Officer	35,000	70,000
Shantanu Narayan	President and Chief Operating Officer	25,000	50,000
Karen O. Cottle	Senior Vice President, General Counsel and Secretary	7,778	15,556
Mark Garrett (1)	Senior Vice President and Chief Financial Officer	7,500	15,000
Matthew Thompson	Senior Vice President, Worldwide Field Operations	7,500	15,000
Rich Rowley	Vice President, Corporate Controller and Principal Accounting Officer	4,167	8,334

The description of the Program contained herein is a summary of the material terms of the Program, does not purport to be complete, and is qualified in its entirety by reference to the applicable Program used in connection with the 2003 Equity Incentive Plan or Amended 1994 Performance and Restricted Stock Plan. The 2007 Performance Share Program under the 2003 Equity Incentive Plan is attached to this Current Report on Form 8-K as Exhibit 10.1, and the Award Grant Notice and Performance Share Award Agreement for use in connection with grants under this plan are attached hereto as Exhibit 10.2. The 2007 Performance Share Program under the Amended 1994 Performance and Restricted Stock Plan is attached to this Current Report on Form 8-K as Exhibit 10.3, and the Award

(1) Mr. Garrett’s Performance Shares will be granted on his hire date, which is expected to be February 1, 2007.

Grant Notice and Performance Share Award Agreement for use in connection with grants under this plan are attached hereto as Exhibit 10.4.

2007 Executive Officer Annual Incentive Plan

On January 24, 2007, the Committee approved the terms of the 2007 Executive Officer Annual Incentive Plan (the “Plan”), which is applicable to executive officers of the Company. Each participant is eligible to receive an incentive bonus calculated as a percentage of the executive’s base salary.

The Plan requires that the Company achieve at least 90% of the Company’s revenue target for fiscal year 2007 as approved by the Board of Directors as a minimum threshold before participants are eligible to earn an incentive bonus under the Plan. If this initial threshold is achieved, the actual incentive bonus earned by each participant is calculated as a percentage of a Board of Directors-approved target bonus. For fiscal year 2007, the target bonus as a percentage of annual base salary for each executive officer of the Company is as follows:

Officer	Title	Target Bonus
Bruce R. Chizen	Chief Executive Officer	125	%
Shantanu Narayan	President and Chief Operating Officer	110	%
Karen O. Cottle	Senior Vice President, General Counsel and Secretary	60	%
Mark Garrett	Senior Vice President and Chief Financial Officer	85	%
Matthew Thompson	Senior Vice President, Worldwide Field Operations	85	%
Rich Rowley	Vice President, Corporate Controller and Principal Accounting Officer	50	%

The actual incentive bonus for each participant is determined based on the Company’s achievement of established revenue growth (including shippable backlog) and non-GAAP operating margin results (corporate achievement) and individual achievement tied to the 2007 fiscal year operating plan and individual strategic objectives (individual results).

If corporate achievement is below 95% of target, no incentive bonus is paid.

If corporate achievement is between 95% and 100% of target, each participant’s annual incentive bonus is calculated as follows:

Incentive Bonus = Participant Target Bonus x Funding Level % x Individual Results %

The Funding Level is determined based on the combined results of the corporate achievement. The Funding Level percentage may range from a minimum of 36% (if corporate achievement for each metric meets a 95% threshold) to 200% (if corporate achievement for each metric reaches at least 107%). Individual results are based on the achievement of goals tied to the corporate operating plan and strategic objectives.

If corporate achievement is above 100% of target, the Incentive Bonus is calculated as follows:

Incentive Bonus = Participant Target Bonus x Unit Multiplier % x Individual Results %

The Unit Multiplier is determined for each business and functional unit of the Company based on the allocated Funding Level for each unit multiplied by each participant’s incentive bonus target within each particular business and functional unit. The aggregate Funding Level is calculated by multiplying the Funding Level percentage achieved by the sum of each participant’s incentive bonus target. Funds are allocated to the business and functional units based on relative contribution to the Company’s success.

The maximum incentive bonus per participant per Plan year is 300% of target bonus, and the incentive bonus cannot exceed $5 million per participant in any Plan year.

A copy of the Plan summary is attached as Exhibit 10.5 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Description
10.1		Adobe Systems Incorporated 2007 Performance Share Program pursuant to the 2003 Equity Incentive Plan.

10.2		Form of Award Grant Notice and Performance Share Award Agreement used in connection with grants under the Adobe Systems Incorporated 2007 Performance Share Program pursuant to the 2003 Equity Incentive Plan.

10.3		Adobe Systems Incorporated 2007 Performance Share Program pursuant to the Amended 1994 Performance and Restricted Stock Plan.

10.4		Form of Form of Award Grant Notice and Performance Share Award Agreement used in connection with grants under the Adobe Systems Incorporated 2007 Performance Share Program pursuant to the Amended 1994 Performance and Restricted Stock Plan.

10.5		Adobe Systems Incorporated 2007 Executive Officer Annual Incentive Plan.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ADOBE SYSTEMS INCORPORATED

Date: January 30, 2007	By:	/s/ KAREN O. COTTLE
		Karen O. Cottle
		Senior Vice President, General Counsel and Secretary

EXHIBIT LIST

Exhibit Number		Exhibit Description
10.1		Adobe Systems Incorporated 2007 Performance Share Program pursuant to the 2003 Equity Incentive Plan.

10.2		Form of Award Grant Notice and Performance Share Award Agreement used in connection with grants under the Adobe Systems Incorporated 2007 Performance Share Program pursuant to the 2003 Equity Incentive Plan.

10.3		Adobe Systems Incorporated 2007 Performance Share Program pursuant to the Amended 1994 Performance and Restricted Stock Plan.

10.4		Form of Award Grant Notice and Performance Share Award Agreement used in connection with grants under the Adobe Systems Incorporated 2007 Performance Share Program pursuant to the Amended 1994 Performance and Restricted Stock Plan.

10.5		Adobe Systems Incorporated 2007 Executive Officer Annual Incentive Plan.

EX-10.1 2 a07-2999_1ex10d1.htm EX-10.1

Exhibit 10.1

ADOBE SYSTEMS INCORPORATED
2003 EQUITY INCENTIVE PLAN

2007 PERFORMANCE SHARE PROGRAM

ADOPTED: JANUARY 24, 2007

1. Purpose. The Adobe Systems Incorporated 2007 Performance Share Program (the “Program”), established under the Adobe Systems Incorporated 2003 Equity Incentive Plan (the “Plan”), is intended to provide equity incentive compensation to individuals who make a significant contribution to the performance of Adobe Systems Incorporated (the “Company”). Program objectives are to: (i) focus key Employees on achieving specific performance targets, (ii) reinforce a team orientation, (iii) provide significant award potential for achieving outstanding performance, and (iv) enhance the ability of the Company to attract and retain highly talented and competent individuals.

2. Definitions.

Defined terms not explicitly defined in this Program but defined in the Plan shall have the same definitions as in the Plan.

(a) “Actual Award” means the number of shares of Stock credited to a Designated Participant under the Program during a Performance Period based on achievement of applicable Performance Goals and Other Performance Goals.

(b) “Board” means the Board of Directors of the Company.

(c) “Certification Date” means the date on which the Committee certifies whether the Performance Goals have been met under the Performance Award Formula and whether any reductions in the Maximum Awards should be made on account of the degree of achievement of the Other Performance Goals.

(d) “Committee” means a committee of one or more members of the Board appointed by the Board pursuant to the Plan; provided, however, that for purposes of administering the Plan with respect to Designated Participants who are or may be deemed “covered employees” (as defined for purposes of Section 162(m) of the Code), the “Committee” shall be composed of two or more members of the Board, each of whom is an “outside director” for purposes of Section 162(m) of the Code.

(e) “Disability” means, with respect to a Designated Participant, the inability of such Designated Participant 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 twelve (12) months, as provided in Section 22(e)(3) and 409A(a)(2)(c)(i) of the Code.

(f) “Designated Participant” means a key Employee of the Company or any other Participating Companywho is designated by the Committee in writing to participate in the Program.

(g) “Maximum Award” means the maximum number of shares of Stock that may be credited to a Designated Participant under the Program in respect of a specified Performance Period if the applicable Performance Goals are achieved at the levels set by the Committee during the applicable Performance Period and the Designated Participant continues to render Service to the Company or any other Participating Company during the entire Performance Period.

(h) “Other Performance Goal” means a performance goal established by the Committee that is not a Performance Goal established pursuant to Section 9.3 of the Plan.

(i) “Performance Period” means the period of time selected by the Committee over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Designated Participant’s right to an Actual Award. At the discretion of the Committee, a Performance Period may be divided into shorter periods (for example, fiscal years of the Company) over which the attainment of one or more Performance Goals will be measured.

3. How Awards Are Earned Under the Program.

(a) General Program Description. The Program provides the opportunity for certain key Employees to earn shares of Stock based on the performance of the Company. In general, the Committee will select certain key Employees to participate in the Program at the beginning of a Performance Period. Upon selection to participate in the Program, each such Designated Participant will be granted a Maximum Award equal to the number of shares of Stock that will be represented by an Actual Award to such Designated Participant if (i) specified levels of applicable Performance Goals are achieved during the Performance Period, (ii) the Committee does not reduce the Maximum Award on account of the degree of achievement of applicable Other Performance Goals, and (iii)the Designated Participant continues to render Service to the Company or any other Participating Company during the entire Performance Period and any subsequent additional vesting period. If the Committee does reduce the Maximum Award on account of the degree of achievement of applicable Other Performance Goals, the Designated Participant will be awarded a portion (or none) of the shares of Stock subject to the Maximum Award; provided, however, that (i) if the specified level of Performance Goals is not achieved during the Performance Period, the Designated Participant will not receive any shares of Stock, and (ii) the maximum number of shares of Stock that a Designated Participant may receive as an Actual Award will in no event exceed the Maximum Award. The methodology for the operation of the Program in terms of establishing the Maximum Award based on the levels of achievement of the Performance Goals and the determination of whether the Maximum Award, or some portion of it, will become payable to a Designated Participant as an Actual Award in respect of a Performance Period is set forth in the attached Exhibit A. As required by Section 5.4(b)(iii) of the Plan and in accordance with Section 162(m) of the Code, in no event may a Maximum Award be granted to a Designated Participant such that the number of shares of Stock that could be earned by such Designated Participant as an Actual Award would

exceed two hundred thousand (200,000) shares of Stock for each full fiscal year of the Company contained in the Performance Period for such Actual Award.

(b) Designated Participants. Each key Employee of the Company or any other Participating Companywho is designated by the Committee in writing for participation in the Program for a particular Performance Period shall be eligible for a Maximum Award with respect to such Performance Period. The Committee may designate a key Employee who commences Service after the beginning of a particular Performance Period as eligible to receive a prorated Maximum Award for such Performance Period. The determination as to whether an individual is a Designated Participant shall be made by the Committee, in its sole discretion, and such determination shall be binding and conclusive on all persons.

No Employee shall have any right to be a Designated Participant in the Program, to continue as a Designated Participant, or to be granted a Maximum Award or Actual Award under the Program. The Company is not obligated to give uniform treatment (e.g., number of shares subject to Maximum Awards) to Employees or Designated Participants under the Program. Participation in the Program as to a particular Performance Period does not convey any right to participate in the Program as to any other Performance Period.

(c) Performance Goals and Other Performance Goals. The Performance Goals for a particular Performance Period and Other Performance Goals, if applicable, and their relative weights, will be determined by the Committee, in its sole discretion. The Committee also may establish, in its sole discretion, Performance Goals and Other Performance Goals for annual, quarterly or other periods within the applicable Performance Period. The Performance Goals and Other Performance Goals for a Performance Period or for shorter periods within a Performance Period are not required to be identical to the Performance Goals and Other Performance Goals for any other Performance Period or shorter period within a Performance Period. The Committee may establish Performance Goals and Other Performance Goals for the Company that differ from those established for one or more other Participating Companies and may establish different Performance Goals and Other Performance Goals for each Designated Participant or for groups of Designated Participants.

4. Other Program Provisions.

(a) Distribution of Actual Awards. Assessment of actual performance, determination of Actual Awards and the distribution of shares of Stock in respect of Actual Awards will be subject to (i) certification by the Committee that the applicable Performance Goals and other terms of the Program have been met, (ii) the Committee’s determination as to the appropriate reductions, if any, in the amounts of the Maximum Awards in arriving at the amounts of the Actual Awards, based on the levels of achievement of applicable Other Performance Goals, and (iii) the completion of any subsequent additional vesting period. Unless an Actual Award is subject to subsequent additional vesting, shares of Stock that are credited to a Designated Participant as an Actual Award will be distributed to the Designated Participant (or the Designated Participant’s heirs in the case of death) within thirty (30) days following the later of (i) the Certification Date and (ii) the first anniversary of the vesting commencement date. Notwithstanding the foregoing, if the Company has provided a Designated Participant with a plan or program by which to defer distribution of such shares of Stock and the Designated

Participant has made an effective election to defer such distribution under such plan or program, such shares will be distributed to the Designated Participant (or the Designated Participant’s heirs in the case of death) in accordance with such election. The Company shall withhold shares of Stock otherwise deliverable to the Designated Participant in satisfaction of any federal, state or local tax withholding obligation relating to the delivery of Stock under the Actual Award, but the Company shall not withhold a number of shares with a fair market value in excess of the applicable tax withholdings determined by application of the minimum required statutory rates.

(b) Employment and Termination. In order to receive shares of Stock in respect of an Actual Award under the Program, a Designated Participant must continue to render Service to the Company or any other Participating Company during the entire Performance Period, and for any subsequent additional vesting period, except as otherwise provided under the terms of the applicable award agreement.

(c) No Employment or Service Rights. Nothing in the Program or any instrument executed or Award granted pursuant to the Program shall (i) confer upon any Employee or Designated Participant any right to continue to be retained in the employ or service of the Company or any other Participating Company, (ii) change the at-will employment relationship between the Company or any other Participating Company and an Employee or Designated Participant, or (iii) interfere with the right of the Company or any other Participating Company to discharge any Employee, Designated Participant or other person at any time, with or without cause, and with or without advance notice.

A. Program Administration. The Committee shall be responsible for all decisions and recommendations regarding Program administration and retains final authority regarding all aspects of Program administration, the resolution of any disputes, and application of the Program in any respect to a Designated Participant. All determinations and interpretations made by the Committee in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons. The Committee may, without notice, amend, suspend or terminate the Program; provided, however, that no such action may adversely affect any then outstanding Award unless (i) expressly provided by the Committee and (ii) with the consent of the Participant, unless such action is necessary to comply with any applicable law, regulation or rule.

B. Stockholder Rights. No Designated Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to a Maximum Award (including, without limitation, the right to receive dividends) unless and until such Designated Participant has received an Actual Award under the Program, has vested in the shares subject to the Actual Award and has received delivery of such shares; provided, however, that a plan or program by which receipt of shares of Stock in respect of an Actual Award may be deferred may provide for the crediting of dividend equivalent rights.

(d) Validity. If any provision of the Program is held invalid, void, or unenforceable, the same will not affect, in any respect whatsoever, the validity of any other provision of the Program.

(e) Governing Plan Document. The Program is subject to all the provisions of the Plan and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted by the Committee, the Board or the Company pursuant to the Plan. In the event of any conflict between the provisions of this Program and those of the Plan, the provisions of the Plan shall control.

EXHIBIT A

2007 PERFORMANCE SHARE PROGRAM

AWARD CALCULATION METHODOLOGY

Parameter		Description
1) Award Metrics		“Initial Meta-Funding Gate” (for purposes of compliance with Internal Revenue Code (“IRC”) Section 162(m)): Achieve GAAP revenues of 90% of AOP Threshold performance · If Initial Meta-Funding Gate is not met, no Actual Awards will be earned for 2007 · If Initial Meta-Funding Gate is met, Maximum Awards may be earned, subject to reduction based on the level of achievement of the following “Other Performance Goals”: · Revenue (including shippable backlog at the end of the fiscal year) – Maximum Award reduced to zero if performance does not exceed 95% of AOP (AOP revenue goal will be set in consideration of beginning of year shippable backlog); and · Non-GAAP Operating Margin – Maximum Award reduced to zero if performance does not exceed 95% of AOP. Actual Awards determined using the matrix provided in Section 2, below.

2) Award Determination		· If Initial Meta-Funding Gate is not met, no Performance Shares are credited/earned · If Initial Meta Funding Gate is met, the number of Performance Shares credited as an Actual Award is calculated using the matrix below Step 1: Determine the “Performance Share Percentage” based on achievement of the Other Performance Goals by using the matrix below

	Step 2: Determine the number of Performance Shares credited as an Actual Award by determining the Performance Share Percentage (Step 1) and multiplying that percentage by the number of Performance Shares subject to Target Award (partial share amounts will be rounded up to the next share) · The maximum number of Performance Shares that may be credited as an Actual Award is 200% of the Target Award (the “Maximum Award”) · Actual number of Performance Shares credited as Actual Award is calculated based on achievement, interpolated between points on matrix See below for examples of the Actual Award determination process

3.) Actual Award Determination Examples	Assume: · Maximum Award of 5,000 Performance Shares · Target Award of 2,500 Performance Shares

	Example 1
	2007 Revenue Achievement: 102.1% of AOP	2007 Operating Margin Achievement: 100.7% of AOP
	Performance Share Percentage According to Matrix: 134%
	Performance Shares Credited as Actual Award:
	2,500 Target
	X
	134%
	=
	3,350 Performance Shares

	Example 2
	2007 Revenue Achievement: 97.9% of AOP	2007 Actual Operating Margin: 98.9% of AOP
	Performance Share Percentage According to Matrix: 85%
	Performance Shares Credited as Actual Award:
	2,500 Target
	X
	85%
	=
	2,125 Performance Shares

EX-10.2 3 a07-2999_1ex10d2.htm EX-10.2

Exhibit 10.2

ADOBE SYSTEMS INCORPORATED

2003 EQUITY INCENTIVE PLAN

2007 PERFORMANCE SHARE PROGRAM

AWARD GRANT NOTICE

Adobe Systems Incorporated (the “Company”), pursuant to its 2007 Performance Share Program (the “Program”) under its 2003 Equity Incentive Plan (the “Plan”), hereby awards to Participant the award (the “Award”) set forth below. This Award is subject to all of the terms and conditions as set forth herein and in the Performance Share Award Agreement, the Program and the Plan, all of which are attached hereto and incorporated herein in their entirety. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Plan or the Program, as applicable.

Participant:
Date of Grant:
Vesting Commencement Date
Number of Shares of Stock Subject to Target Award:	[ ] shares of Stock
Number of Shares of Stock Subject to Maximum Award:	200% of number of shares of Stock subject to Target Award
Performance Period:

Determination of Actual Award: On the Certification Date, and provided that (i) the specified level of applicable Performance Goals is attained during the Performance Period and (ii) Participant continues to render Service to the Company or any other Participating Company through the Certification Date, the Company shall credit Participant with an Actual Award representing the number of shares of Stock (which may be equal to all or a portion (including none) of the Maximum Award) as determined by the Committee based on the degree of achievement of the Other Performance Goals set forth on Exhibit A to the Program and the limitations set forth in Section 5 of the Performance Share Award Agreement.

Vesting Schedule: The Actual Award shall vest as to 1/4th of the shares of Stock subject to the Actual Award on the later of (i) the Certification Date and (ii) the one year anniversary of the [ ] (the “First Vesting Date”), and thereafter as to 1/4th of the shares of Stock subject to the Actual Award on each of the second, third and fourth anniversaries of the [ ] (each such date, a “Vesting Date”), so that the Actual Award will be fully vested as of the fourth anniversary of the Vesting Commencement Date; provided, however, that the Participant continues to render Service to the Company or any other Participating Company through each such vesting date.

Delivery of Shares: Subject to the limitations contained herein and the provisions of the Plan and the Program, the Company shall deliver to the Participant the vested shares of Stock subject to the Actual Award as provided in Section 3 of the Performance Share Award Agreement.

Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and understands and agrees to, this Award Grant Notice, the Performance Share Award Agreement, the Program and the Plan. Participant further acknowledges that as of the Date of Grant, this Award Grant Notice, the Performance Share Award Agreement, the Program, and the Plan set forth the entire understanding between Participant and the Company regarding the Award and supersede all prior oral and written agreements on that subject with the exception of (i) awards previously granted to Participant under the Plan, and (ii) the following agreements only:

OTHER AGREEMENTS:

ADOBE SYSTEMS INCORPORATED:		PARTICIPANT:

By:
Signature		Signature

Title:		Date:

Date:

ATTACHMENTS:	Performance Share Award Agreement, 2007 Performance Share Program and 2003 Equity Incentive Plan

ADOBE SYSTEMS INCORPORATED

2003 EQUITY INCENTIVE PLAN

2007 PERFORMANCE SHARE PROGRAM

PERFORMANCE SHARE AWARD AGREEMENT

Pursuant to the Award Grant Notice (“Grant Notice”) and this Performance Share Award Agreement (“Award Agreement”), Adobe Systems Incorporated (the “Company”) has awarded you, pursuant to its 2007 Performance Share Program (the “Program”) under its 2003 Equity Incentive Plan (the “Plan”), the Maximum Award as indicated in the Grant Notice. Unless otherwise defined herein or in the Grant Notice, capitalized terms shall have the meanings set forth in the Plan or the Program, as applicable.

The details of your Award are as follows.

1. ENTITLEMENT TO SHARES.

(a) Actual Award. Provided that (i) the specified level of applicable Performance Goals is achieved during the Performance Period and (ii) you continue to render Service to the Company or any other Participating Company through the Certification Date, then, subject to the limitations contained herein and to the provisions of the Program and the Plan, you shall be credited with an Actual Award on the Certification Date equal to all or a portion (including none) of the Maximum Award, with a reduction from the Maximum Award determined by the Committee based on the degree of achievement of the Other Performance Goals set forth on Exhibit A to the Program and, as applicable, based on any reduction pursuant to Section 5 of this Award Agreement. If the Committee does reduce the Maximum Award on account of the degree of achievement of Other Performance Goals, you will be credited with a portion (or none) of the shares of Stock subject to the Maximum Award; provided, however, that (i) if a specified level of Performance Goals is not achieved during the Performance Period, you will not be credited with or receive any shares of Stock, and (ii) the maximum number of shares of Stock for which you may be credited as an Actual Award will in no event exceed the Maximum Award.

(b) Vesting. The Actual Award shall be subject to vesting in accordance with the Vesting Schedule set forth on the Grant Notice, subject to such acceleration as provided in Section 1(c) or 7 below.

(c) Disability or Death.

(i) If your Service terminates on or prior to the Certification Date by reason of death or Disability, you (or your heirs in the case of death) will be credited with a pro-rated Actual Award equal to that number of shares of Stock that you would have been credited with if you had remained in Service until the Certification Date based on the actual achievement of the Performance Goals and Other Performance Goals, with pro-ration made based on the number of months of Service (rounded up for any partial months of Service) you provided in the Performance Period prior to termination (but in no event shall you be credited with more than 12

months of Service during the Performance Period). You will be deemed to have vested in that 1/4th of the shares of Stock subject to the Actual Award that would have vested on the First Vesting Date.

(ii) If your Service terminates on or after the Certification Date, you will be deemed to have vested in that 1/4th of the shares of Stock subject to the Actual Award that would have vested on the next Vesting Date (which may be the First Vesting Date if the Certification Date occurs prior to the first anniversary of the Vesting Commencement Date).

(iii) The shares of Stock subject to an Actual Award that vests pursuant to this Section 1(c) shall be issued and delivered to you (or your heirs in the case of death) at such time as such shares would normally be issued pursuant to Section 3 below.

2. DIVIDENDS. Except as provided in Section 6 below, you shall not receive or be credited with any payment or other adjustment in the number of shares subject to the Actual Award for cash dividends that may be made in respect of the shares of Stock to which your Actual Award relates unless the record date for such dividends occurs after the last day of the Performance Period. Any dividends that may be made in respect of the shares of Stock subject to your Actual Award pursuant to the foregoing sentence will be (a) credited as Dividend Equivalents, (b) subject to vesting in accordance with the Vesting Schedule, (c) subject to any deferral election you make, and (d) paid in the same form issued to other stockholders.

3. DELIVERY OF SHARES. Subject to Sections 4 and 13 of this Award Agreement, the Company shall issue and deliver to you (or your heirs in the case of death) the certificates representing the shares of Stock subject to a vested Actual Award (the “Certificates”) within thirty (30) days following the date of vesting of such Actual Award in accordance with Section 1(b) of this Award Agreement. If you elect to defer delivery of the shares of Stock as provided in Section 4 of this Award Agreement, shares of Stock will be issued and delivered to you on the date or dates that you elect on your deferral election form. The Certificates shall be in such form as is determined by the Company. All shares of Stock shall be fully vested on delivery.

4. DEFERRAL ELECTION. If permitted by the Company to do so, you may elect to defer receipt of the shares of Stock that would otherwise be issued pursuant to the vesting of your Award in accordance with the terms and conditions, including the applicable eligibility requirements, of the Company’s Deferred Compensation Plan. The Board (or an appropriate committee thereof) will, in its sole discretion, establish the rules and procedures for such deferrals.

5. EFFECT OF LEAVES OF ABSENCE. Unless otherwise required by law, if you have taken in excess of thirty (30) days of leaves of absence during a Performance Period, your Actual Award shall be prorated on the basis of the number of days of Service during the Performance Period during which you were not on a leave of absence.

6. NUMBER OF SHARES. The number of shares of Stock subject to your Award will be adjusted from time to time for capitalization adjustments, as provided in Section 4.2 of the Plan.

7. EFFECT OF CHANGE IN CONTROL. Upon a change in control (as defined in the Company’s Executive Severance Plan in Event of Change in Control), the Program shall terminate.

(a) If the change in control occurs on or prior to the Certification Date, then (i) you shall be credited with an Actual Award in respect of the number of shares of Stock subject to the Target Award shown on the Grant Notice multiplied by a fraction, the numerator of which is the number of months (rounded up for any partial months) of the Performance Period that have elapsed as of the effective date of the change in control (which number shall not be greater than 12) and the denominator of which is 12 and (ii) you shall be deemed to have vested in that 1/4th of the shares of Stock subject to the Actual Award that would have vested on the First Vesting Date.

(b) If the change in control occurs after the Certification Date, then you shall be deemed to have earned and vested in that 1/4th of the shares of Stock subject to the Actual Award that would have vested if the transaction were to occur on the next Vesting Date (which may be the First Vesting Date if the Certification Date occurs prior to the first anniversary of the Vesting Commencement Date).

(c) Shares of Stock (or any other shares of stock, cash or other property received pursuant to the change in control in consideration for the shares of Stock subject to the Actual Award; such consideration, the “Consideration”) in respect of such Actual Award will be delivered to you not later than immediately prior to the change in control; provided, however, that the Company may delay delivery of the shares of Stock (or the Consideration, as applicable) for six (6) months or such lesser period of time as is required to avoid any additional taxes, penalties and interest under Section 409A of the Code (and any state tax laws of similar effect). You hereby acknowledge that Awards are considered “performance share units” as such term is used in the Company’s Executive Severance Plan in Event of Change in Control and any individual change in control agreements.

8. SECURITIES LAW COMPLIANCE. The grant of your Award and the issuance of any shares of Stock pursuant to an Actual Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. You may not be issued any shares of Stock pursuant to an Actual Award if the issuance of shares of Stock would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, you may not be issued any shares of Stock pursuant to an Actual Award unless (i) a registration statement under the Securities Act shall at the time of issuance be in effect with respect to the shares of Stock or (ii) in the opinion of legal counsel to the Company, the shares of Stock may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT THE SHARES OF STOCK MAY NOT BE ISSUED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares of Stock pursuant to an Actual Award shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the issuance of

any shares of Stock pursuant to an Actual Award, the Company may require you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company

9. RESTRICTIVE LEGENDS. The shares of Stock issued pursuant to an Actual Award shall be endorsed with appropriate legends, if any, determined by the Company.

10. TRANSFERABILITY. Your Award and any unvested shares of Stock subject to the Actual Award are not transferable, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to receive any distribution of shares of Stock pursuant to Section 3 of this Award Agreement.

11. AWARD NOT A SERVICE CONTRACT. Your Award is not an employment or service contract, and nothing in your Award shall be deemed to create in any way whatsoever any obligation on your part to continue in the service of the Company or the Participating Company Group, or on the part of the Company or Participating Company Group to continue such service. In addition, nothing in your Award shall obligate the Company or the Participating Company Group, their respective stockholders, boards of directors, Officers or Employees to continue any relationship that you might have as an Employee, Director or Consultant for the Company or the Participating Company Group.

12. UNSECURED OBLIGATION. Your Award is unfunded, and you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares of Stock pursuant to an Actual Award under this Award Agreement. You shall not have voting or any other rights as a stockholder of the Company with respect to the Stock acquired pursuant to this Award Agreement until such Stock is issued to you pursuant to this Award Agreement. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company with respect to the Stock so issued. Nothing contained in this Award Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

13. WITHHOLDING OBLIGATIONS. Regardless of any action taken by the Company or the Participating Company Group with respect to any or all income, employment, social insurance, or payroll taxes, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and Participating Company Group (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of your Award, the subsequent sale of shares of Stock acquired pursuant to an Actual Award, or the receipt of any dividends and (ii) does not commit to structure the terms of the grant or any other aspect of your Award to reduce or eliminate your liability for Tax-Related Items. At the time any Actual Award is determined, at the time you vest in such Actual Award, at the time you receive a distribution of shares of Stock pursuant to such Actual Award, or at any time thereafter as requested by the Company or the Participating Company Group, you shall pay or make adequate arrangements satisfactory to the Participating

Company Group to satisfy all withholding obligations of the Participating Company Group. In this regard, at the time you receive a distribution of shares of Stock pursuant to an Actual Award, or at any time thereafter as requested by the Company or the Participating Company Group, you hereby authorize the withholding of that number of whole vested shares of Stock otherwise deliverable to you pursuant to an Actual Award under this Award Agreement having a fair market value not in excess of the amount of the Tax-Related Items determined by the applicable minimum statutory rates. Finally, you shall pay to the Company or Participating Company Group (as applicable) any amount of the Tax-Related Items that the Company or the Participating Company Group may be required to withhold as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company and the Participating Company Group shall have no obligation to deliver shares of Stock until you have satisfied the obligations in connection with the Tax-Related Items as described in this section.

14. NATURE OF AWARD. In accepting your Award, you acknowledge that:

(a) the Plan is established voluntarily by the Company; it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan, Program and this Award Agreement;

(b) the grant of your Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Awards, or benefits in lieu of Awards, even if Awards have been granted repeatedly in the past;

(c) all decisions with respect to future Awards under the Plan, if any, will be at the sole discretion of the Committee;

(d) your participation in the Plan shall not create a right to further employment with the Company or the Participating Company Group and shall not interfere with any ability of the Company or the Participating Company Group to terminate your employment relationship at any time with or without cause;

(e) you are voluntarily participating in the Plan;

(f) an Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(g) in the event that you are not an employee of the Company, your Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, your Award will not be interpreted to form an employment contract with the other members of the Participating Company Group;

(h) the future value of the shares of Stock subject to your Award is unknown and cannot be predicted with certainty; and

(i) no claim or entitlement to compensation or damages arises from termination of your Award or diminution in value of your Award or shares of Stock issued

pursuant to an Actual Award resulting from termination of your Service with the Company or the Participating Company Group (for any reason whether or not in breach of applicable labor laws), and you irrevocably release the Company and the Participating Company Group from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by executing the Grant Notice, you shall be deemed irrevocably to have waived your entitlement to pursue such a claim.

15. DELIVERY OF DOCUMENTS AND NOTICES. Any document relating to participating in the Plan or Program and/or notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Award Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, with postage and fees prepaid, addressed to the other party at the e-mail address, if any, provided for you by the Company or a Participating Company or at such other address as such party may designate in writing from time to time to the other party.

(a) Description of Electronic Delivery. The Plan and Program documents, which may include but do not necessarily include the Plan prospectus, Grant Notice, Award Agreement and U.S. financial reports of the Company, may be delivered to you electronically. Such means of delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other delivery determined at the Committee’s discretion.

(b) Consent to Electronic Delivery. You acknowledge that you have read Section 15 of this Award Agreement and consent to the electronic delivery of the Plan and Program documents, as described in Section 15 of this Award Agreement. You acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost if you contact the Company by telephone, through a postal service or electronic mail at equity@adobe.com. You further acknowledge that you will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, you understand that you must provide the Company or any designated third party with a paper copy of any documents delivered electronically if electronic delivery fails. Also, you understand that your consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if you have provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at equity@adobe.com. Finally, you understand that you are not required to consent to electronic delivery.

16. DATA PRIVACY CONSENT. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by and among the members of the Participating Company Group for the exclusive purpose of implementing, administering and managing your participation in the Plan and Program.

You understand that the Company and the Participating Company Group hold certain personal information about you, including, but not limited to, your name, home address

and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company, details of all Awards or any other entitlement to shares of Stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Plan and Program (“Data”). You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan or Program, that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom you may elect to deposit any shares of Stock pursuant to an Actual Award. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan or Program. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

17. HEADINGS. The headings of the Sections in this Award Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Award Agreement or to affect the meaning of this Award Agreement.

18. AMENDMENT. The Committee may, without notice, amend, suspend or terminate the Program; provided, however, that no such action may adversely affect any then outstanding Award unless (i) expressly provided by the Committee and (ii) with the consent of the Participant, unless such action is necessary to comply with any applicable law, regulation or rule.

19. MISCELLANEOUS.

(a) The rights and obligations of the Company under your Award shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns.

(b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

(c) You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award.

20. GOVERNING PLAN DOCUMENT. Your Award is subject to all the provisions of the Plan and Program, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan or Program. In the event of any conflict between the provisions of your Award and those of the Plan or Program, the provisions of the Plan or Program shall control. In the event of any conflict between the provisions of the Plan or Program, the provisions of the Plan shall control.

21. APPLICABLE LAW. This Award Agreement shall be governed by the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within the State of California.

EX-10.3 4 a07-2999_1ex10d3.htm EX-10.3

Exhibit 10.3

ADOBE SYSTEMS INCORPORATED

AMENDED 1994 PERFORMANCE AND RESTRICTED STOCK PLAN

2007 PERFORMANCE SHARE PROGRAM

ADOPTED: JANUARY 24, 2007

1. Purpose. The Adobe Systems Incorporated 2007 Performance Share Program (the “Program”), established under the Adobe Systems Incorporated Amended 1994 Performance and Restricted Stock Plan (the “Plan”), is intended to provide equity incentive compensation to individuals who make a significant contribution to the performance of Adobe Systems Incorporated (the “Company”). Program objectives are to: (i) focus key Employees on achieving specific performance targets, (ii) reinforce a team orientation, (iii) provide significant award potential for achieving outstanding performance, and (iv) enhance the ability of the Company to attract and retain highly talented and competent individuals.

2. Definitions.

Defined terms not explicitly defined in this Program but defined in the Plan shall have the same definitions as in the Plan.

(b) “Board” means the Board of Directors of the Company.

(f) “Designated Participant” means a key Employee of the Company or any other Participating Companywho is designated by the Committee in writing to participate in the Program.

(h) “Other Performance Goal” means a performance goal established by the Committee that is not a Performance Goal established pursuant to Section 7(b) of the Plan.

3. How Awards Are Earned Under the Program.

(a) General Program Description. The Program provides the opportunity for certain key Employees to earn shares of Stock based on the performance of the Company. In general, the Committee will select certain key Employees to participate in the Program at the beginning of a Performance Period. Upon selection to participate in the Program, each such Designated Participant will be granted a Maximum Award equal to the number of shares of Stock that will be represented by an Actual Award to such Designated Participant if (i) specified levels of applicable Performance Goals are achieved during the Performance Period, (ii) the Committee does not reduce the Maximum Award on account of the degree of achievement of applicable Other Performance Goals, and (iii)the Designated Participant continues to render Service to the Company or any other Participating Company during the entire Performance Period and any subsequent additional vesting period. If the Committee does reduce the Maximum Award on account of the degree of achievement of applicable Other Performance Goals, the Designated Participant will be awarded a portion (or none) of the shares of Stock subject to the Maximum Award; provided, however, that (i) if the specified level of Performance Goals is not achieved during the Performance Period, the Designated Participant will not receive any shares of Stock, and (ii) the maximum number of shares of Stock that a Designated Participant may receive as an Actual Award will in no event exceed the Maximum Award. The methodology for the operation of the Program in terms of establishing the Maximum Award based on the levels of achievement of the Performance Goals and the determination of whether the Maximum Award, or some portion of it, will become payable to a Designated Participant as an Actual Award in respect of a Performance Period is set forth in the attached Exhibit A. As required by Section 7(f) of the Plan and in accordance with Section 162(m) of the Code, in no event may a Maximum Award be granted to a Designated Participant such that the number of shares of Stock that could be earned by such Designated Participant as an Actual Award would

exceed one million six hundred thousand (1,600,000) shares of Stock with respect to any Performance Period.

4. Other Program Provisions.

(d) Program Administration. The Committee shall be responsible for all decisions and recommendations regarding Program administration and retains final authority regarding all aspects of Program administration, the resolution of any disputes, and application of the Program in any respect to a Designated Participant. All determinations and interpretations made by the Committee in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons. The Committee may, without notice, amend, suspend or terminate the Program; provided, however, that no such action may adversely affect any then outstanding Award unless (i) expressly provided by the Committee and (ii) with the consent of the Participant, unless such action is necessary to comply with any applicable law, regulation or rule.

(e) Stockholder Rights. No Designated Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to a Maximum Award (including, without limitation, the right to receive dividends) unless and until such Designated Participant has received an Actual Award under the Program, has vested in the shares subject to the Actual Award and has received delivery of such shares; provided, however, that a plan or program by which receipt of shares of Stock in respect of an Actual Award may be deferred may provide for the crediting of dividend equivalent rights.

(f) Validity. If any provision of the Program is held invalid, void, or unenforceable, the same will not affect, in any respect whatsoever, the validity of any other provision of the Program.

(g) Governing Plan Document. The Program is subject to all the provisions of the Plan and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted by the Committee, the Board or the Company pursuant to the Plan. In the event of any conflict between the provisions of this Program and those of the Plan, the provisions of the Plan shall control.

EXHIBIT A

2007 PERFORMANCE SHARE PROGRAM

AWARD CALCULATION METHODOLOGY

Parameter		Description
1) Award Metrics		“Initial Meta-Funding Gate” (for purposes of compliance with Internal Revenue Code (“IRC”) Section 162(m)): Achieve GAAP revenues of 90% of AOP Threshold performance · If Initial Meta-Funding Gate is not met, no Actual Awards will be earned for 2007 · If Initial Meta-Funding Gate is met, Maximum Awards may be earned, subject to reduction based on the level of achievement of the following “Other Performance Goals”: · Revenues (including shippable backlog at the end of the fiscal year) – Maximum Award reduced to zero if performance does not exceed 95% of AOP (AOP revenue goal will be set in consideration of beginning of year shippable backlog); and · Non-GAAP Operating Margin – Maximum Award reduced to zero if performance does not exceed 95% of AOP. Actual Awards determined using the matrix provided in Section 2, below.

2) Award Determination		· If Initial Meta-Funding Gate is not met, no Performance Shares are credited/earned · If Initial Meta Funding Gate is met, the number of Performance Shares credited as an Actual Award is calculated using the matrix below Step 1: Determine the “Performance Share Percentage” based on achievement of the Other Performance Goals by using the matrix below

	Step 2: Determine the number of Performance Shares credited as an Actual Award by determining the Performance Share Percentage (Step 1) and multiplying that percentage by the number of Performance Shares subject to Target Award (partial share amounts will be rounded up to the next share) · The maximum number of Performance Shares that may be credited as an Actual Award is 200% of the Target Award (the “Maximum Award”) · Actual number of Performance Shares credited as Actual Award is calculated based on achievement, interpolated between points on matrix See below for examples of the Actual Award determination process

3.) Actual Award Determination Examples	Assume: · Maximum Award of 5,000 Performance Shares · Target Award of 2,500 Performance Shares

	Example 1
	2007 Revenue Achievement: 102.1% of AOP	2007 Operating Margin Achievement: 100.7% of AOP
	Performance Share Percentage According to Matrix: 134%
	Performance Shares Credited as Actual Award:
	2,500 Target X 134% = 3,350 Performance Shares

	Example 2
	2007 Revenue Achievement: 97.9% of AOP	2007 Actual Operating Margin: 98.9% of AOP
	Performance Share Percentage According to Matrix: 85%
	Performance Shares Credited as Actual Award:
	2,500 Target X 85% = 2,125 Performance Shares

EX-10.4 5 a07-2999_1ex10d4.htm EX-10.4

Exhibit 10.4

ADOBE SYSTEMS INCORPORATED

AMENDED 1994 PERFORMANCE AND RESTRICTED STOCK PLAN

2007 PERFORMANCE SHARE PROGRAM

AWARD GRANT NOTICE

Adobe Systems Incorporated (the “Company”), pursuant to its 2007 Performance Share Program (the “Program”) under its Amended 1994 Performance and Restricted Stock Plan (the “Plan”), hereby awards to Participant the award (the “Award”) set forth below. This Award is subject to all of the terms and conditions as set forth herein and in the Performance Share Award Agreement, the Program and the Plan, all of which are attached hereto and incorporated herein in their entirety. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Plan or the Program, as applicable.

Participant:
Date of Grant:
Vesting Commencement Date
Number of Shares of Stock Subject to Target Award:	[ ] shares of Stock
Number of Shares of Stock Subject to Maximum Award:	200% of number of shares of Stock subject to Target Award
Performance Period:

OTHER AGREEMENTS:

ADOBE SYSTEMS INCORPORATED:		PARTICIPANT:

By:
Signature		Signature

Title:		Date:

Date:

ATTACHMENTS:	Performance Share Award Agreement, 2007 Performance Share Program and Amended 1994 Performance and Restricted Stock Plan

ADOBE SYSTEMS INCORPORATED

AMENDED 1994 PERFORMANCE AND RESTRICTED STOCK PLAN

2007 PERFORMANCE SHARE PROGRAM

PERFORMANCE SHARE AWARD AGREEMENT

Pursuant to the Award Grant Notice (“Grant Notice”) and this Performance Share Award Agreement (“Award Agreement”), Adobe Systems Incorporated (the “Company”) has awarded you, pursuant to its 2007 Performance Share Program (the “Program”) under its Amended 1994 Performance and Restricted Stock Plan (the “Plan”), the Maximum Award as indicated in the Grant Notice. Unless otherwise defined herein or in the Grant Notice, capitalized terms shall have the meanings set forth in the Plan or the Program, as applicable.

The details of your Award are as follows.

1. ENTITLEMENT TO SHARES.

(c) Disability or Death.

months of Service during the Performance Period). You will be deemed to have vested in that 1/4th of the shares of Stock subject to the Actual Award that would have vested on the First Vesting Date.

2. DIVIDENDS. Except as provided in Section 6 below, you shall not receive or be credited with any payment or other adjustment in the number of shares subject to the Actual Award for Dividends (as defined in Section 10 of the Plan) that may be made in respect of the shares of Stock to which your Actual Award relates unless the record date for such Dividends occurs after the last day of the Performance Period. Any Dividends that may be made in respect of the shares of Stock subject to your Actual Award pursuant to the foregoing sentence will be (a) credited as dividend equivalents, (b) subject to vesting in accordance with the Vesting Schedule, (c) subject to any deferral election you make, and (d) paid in the same form issued to other stockholders.

6. NUMBER OF SHARES. The number of shares of Stock subject to your Award will be adjusted from time to time for capitalization adjustments, as provided in Section 5 of the Plan.

7. EFFECT OF CHANGE IN CONTROL. Upon a change in control (as defined in the Company’s Executive Severance Plan in Event of Change in Control), the Program shall terminate.

9. RESTRICTIVE LEGENDS. The shares of Stock issued pursuant to an Actual Award shall be endorsed with appropriate legends, if any, determined by the Company.

11. AWARD NOT A SERVICE CONTRACT. Your Award is not an employment or service contract, and nothing in your Award shall be deemed to create in any way whatsoever any obligation on your part to continue in the service of the Company or the Participating Company Group, or on the part of the Company or Participating Company Group to continue such service. In addition, nothing in your Award shall obligate the Company or the Participating Company Group, their respective stockholders, boards of directors, Officers or Employees to continue any relationship that you might have as an Employee, Director or Consultant for the Company or the Participating Company Group.

12. UNSECURED OBLIGATION. Your Award is unfunded, and you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares of Stock pursuant to an Actual Award under this Award Agreement. You shall not have voting or any other rights as a stockholder of the Company with respect to the Stock acquired pursuant to this Award Agreement until such Stock is issued to you pursuant to this Award Agreement. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company with respect to the Stock so issued. Nothing contained in this Award Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

14. NATURE OF AWARD. In accepting your Award, you acknowledge that:

(c) all decisions with respect to future Awards under the Plan, if any, will be at the sole discretion of the Committee;

(e) you are voluntarily participating in the Plan;

(h) the future value of the shares of Stock subject to your Award is unknown and cannot be predicted with certainty; and

(i) no claim or entitlement to compensation or damages arises from termination of your Award or diminution in value of your Award or shares of Stock issued

You understand that the Company and the Participating Company Group hold certain personal information about you, including, but not limited to, your name, home address

19. MISCELLANEOUS.

(b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

20. GOVERNING PLAN DOCUMENT. Your Award is subject to all the provisions of the Plan and Program, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan or Program. In the event of any conflict between the provisions of your Award and those of the Plan or Program, the provisions of the Plan or Program shall control. In the event of any conflict between the provisions of the Plan or Program, the provisions of the Plan shall control.

EX-10.5 6 a07-2999_1ex10d5.htm EX-10.5

Exhibit 10.5

ADOBE EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN

(FY 2007)

OBJECTIVES:

· Drive growth and accountability

· Drive execution of operating plan and strategic objectives

· Motivate and inspire employees to contribute at peak performance

ELIGIBILITY: Executive officers of the Company who are employed (full time or part time) during the full eligibility period (fiscal year) are eligible to participate in the Plan. If an executive officer is hired after the beginning of the Plan eligibility period, the executive officer’s bonus will be prorated, assuming the executive is employed by the Company in an eligible position at the end of the eligibility period.

INCENTIVE BONUS TARGET: Each participant’s incentive bonus target is calculated as a percentage of annual base salary.

PAYMENT SCHEDULE: Incentive bonuses are paid on annual basis approximately 45-60 days from fiscal year-end.

INITIAL THRESHOLD ACHIEVEMENT: As a minimum threshold for participants to earn an incentive bonus under the Plan, the Company must achieve at least 90% of its revenue target for the fiscal year.

INCENTIVE BONUS COMPONENTS: Once the initial threshold is met, a Funding Level for a particular year is determined based on the corporate achievement of two metrics - revenue growth (including shippable backlog) and non-GAPP operating profit. The Funding Level is a percentage determined based on the combined results of the metric targets. The Funding Level percentage may range from a minimum of 36% (if corporate achievement for each metric meets a 95% threshold) to 200% (if corporate achievement for each metric reaches at least 107%).

If corporate achievement is below 95% of target, no incentive bonus is paid.

If corporate achievement is between 95% and 100% of target, the incentive bonus is calculated as follows:

Target Bonus x Funding Level % x Individual Results %

Determination of Individual Results - Based on the achievement of goals tied to the corporate operating plan and strategic objectives. 100% of the incentive bonus is weighted on Individual Results and tied to corporate achievement.

If corporate achievement is above 100% of target, the incentive bonus is calculated as follows:

Target Bonus x Unit Multiplier x Individual Results

Step 1: Determine Aggregate Funding - The aggregate Funding Level for the Plan is calculated by multiplying the Funding Level percentage achieved by the sum of each participant’s incentive bonus target.

Step 2: Determine Allocation of Funds - These funds are then allocated to the Company’s business and functional units based on relative contribution to the Company’s success.

Step 3: Determine Unit Multiplier - For each Company business and functional unit, allocated funds are divided by the sum of individual participant target bonuses within each particular business and functional unit.

Step 4: Calculate incentive bonus

MAXIMUM AWARD:

· Maximum incentive bonus per participant is 300% of target.

· Incentive bonus per participant cannot exceed $5 million per year.

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