-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nvzuff4OFwqg5+glMWqCdh9Fr+0yUCBg0mcJe9DXOwi82Pz/tagBOJ7Zu7nOpwvA jMtFIoDQANdX4FbMRM8lEg== 0001104659-11-003703.txt : 20110128 0001104659-11-003703.hdr.sgml : 20110128 20110128163202 ACCESSION NUMBER: 0001104659-11-003703 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20110124 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110128 DATE AS OF CHANGE: 20110128 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: 11556261 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 a11-4781_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, 2011

 

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))

 

 

 



 

Section 5 — Corporate Governance and Management

 

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

 

(e)           2011 Performance Share Program

 

On January 24, 2011, the Executive Compensation Committee of the Board of Directors (the “Committee”) of Adobe Systems Incorporated (“Adobe” or the “Company”) approved the Award Calculation Methodology for the 2011 Performance Share Program (the “Program”) under the terms of the Company’s 2003 Equity Incentive Plan.  The Committee established the Program to (i) help 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.  Members of the Company’s executive management team and other key members of senior management were selected by the Committee to participate in the Program for fisca l year 2011. The Committee granted awards for the executive officers under the Program on January 24, 2011 in the form of a target award and a Maximum Award (as defined below) of performance shares approved pursuant to the terms of the Company’s 2003 Equity Incentive Plan.

 

The Program requires that the Company achieve an established performance goal as an initial threshold in order to earn any performance shares under the Program. If the initial threshold is met, the Program then provides for the calculation of the performance shares actually earned.

 

For fiscal year 2011, the initial threshold and Other Performance Goals (as defined below) are set, including metrics that determine the actual number of performance shares earned, in the 2011 Award Calculation Methodology adopted as part of the Program.  The Award Calculation Methodology requires that the Company achieve at least 80% of the GAAP revenue target approved by the Board of Directors under the annual operating plan as an initial threshold before participants may earn any performance shares under the Program.  If the initial threshold is not achieved, participants forfeit their entire award.  If this initial threshold is achieved, the actual number of performance shares earned by each participant is set at 150% of his or her target incentive amount (the “Maximum Award”), subject to a reduction based on the level of achievement of five sets of strategic object ives approved by the Committee (the “Other Performance Goals”) which will determine the actual award earned. For each set of Other Performance Goals, the calculation is as follows:

 

Other Performance Goal Weight (20%)

x

Number of Performance Shares in Target Award

x

Other Performance Goal Achievement %

=

Earned Performance Shares

 

All five sets of Other Performance Goals are weighted equally (20%) and the Other Performance Goal Achievement % for each set of Other Performance Goals is capped at 150%. The actual award earned equals the sum of the Earned Performance Shares determined using the equation above for all five sets of Other Performance Goals.  Any partial share of an actual award will be rounded up to the next whole share.

 

Performance shares will be earned (if at all) upon certification by the Committee of actual performance achievement following the Company’s 2011 fiscal year-end, subject to specified change of control exceptions.  In addition, as a condition to earning any part of the Maximum Award, a participant must be employed by the Company through the first anniversary of the grant date to be eligible.

 

2



 

Earned performance shares will vest as to 1/3 of the total number of earned performance shares on the date the Committee certifies achievement of the applicable metrics, or the first anniversary of the grant date, whichever is later.  Thereafter, the earned performance shares are subject to time-based vesting and will vest as to 1/3 of the total number of earned performance shares each year on the second and third anniversaries of the grant date, contingent upon the participant’s continued service to the Company.

 

The target awards and Maximum Awards for the performance shares granted to the Company’s principal executive officer, principal financial officer and other named executive officers* on January 24, 2011 are as follows:

 

Officer

 

Title

 

Target
Award

 

Maximum
Award

 

Shantanu Narayen

 

President and Chief Executive Officer

 

91,000

 

136,500

 

Mark Garrett

 

Executive Vice President and Chief Financial Officer

 

29,000

 

43,500

 

Johnny Loiacono

 

Senior Vice President, Digital Media Business Unit

 

21,000

 

31,500

 

Kevin Lynch

 

Senior Vice President, Chief Technology Officer

 

47,000

 

70,500

 

Matthew Thompson

 

Senior Vice President, Worldwide Field Operations

 

26,000

 

39,000

 

 


* For purposes of this filing, the term “named executive officer” refers to executive officers for whom disclosure was required in our most recent filing with the Securities Exchange Commission under the Securities Act of 1933 or the Securities Exchange Act of 1934 that required disclosure pursuant to Item 402(c) of Regulation S-K.

 

A participant may receive less than his or her target award, and in no event may actual shares earned exceed the Maximum Award.

 

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 Program used in connection with the 2003 Equity Incentive Plan.  A copy of the forms of the Program and the Award Grant Notice and Performance Share Award Agreement for use in connection with grants under this Program is incorporated by reference as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.  The 2011 Award Calculation Methodology is attached hereto as Exhibit 10.3.

 

2011 Executive Cash Performance Bonus Plan

 

On January 24, 2011, the Committee approved, subject to stockholder approval, a new 2011 Executive Cash Performance Bonus Plan (the “Master Bonus Plan”) and the Board of Directors directed that the Master Bonus Plan be submitted to the Company’s stockholders at the 2011 Annual Meeting of Stockholders. Stockholder approval of the Master Bonus Plan will allow bonuses paid under it to “covered employees” (as defined under 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”)) to qualify as deductible “performance-based compensation” within the meaning of Section 162(m) of the Code.

 

The purpose of the Master Bonus Plan is to motivate eligible employees to achieve goals relating to the performance of the Company or one of its business units or other objectively determinable goals, and to reward them when those objectives are satisfied, thereby increasing stockholder value and the success of Adobe.

 

Participants in the Master Bonus Plan are members of senior management of Adobe who are chosen solely at the discretion of the Committee.

 

3



 

Under the Master Bonus Plan, participants will be eligible to receive cash awards based upon the attainment and certification of certain performance goals established by the Committee for the applicable performance period. The performance goals will be determined in accordance with United States generally accepted accounting principles (“GAAP”), unless the Committee determines that a non-GAAP measure can and will be used in a manner that complies with 162(m) of the Code.

 

The performance goals may be based on (i) absolute target values, (ii) growth, maintenance or limiting losses, or (iii) values relative to peers or indices, in each case in one or more such categories compared to a prior period, and may differ for each participant. Performance goals may apply to the Company or to one of its business units.

 

The Master Bonus Plan will first apply to fiscal year 2011; however, no payments will be made under the Master Bonus Plan to participants who are “covered employees” (as defined under 162(m) of the Code) in respect of performance in fiscal year 2011 if the Master Bonus Plan is not approved by stockholders at the 2011 Annual Meeting of Stockholders. The Master Bonus Plan will continue until the earlier of (i) the date as of which the Committee terminates the plan and (ii) the last day of the plan fiscal year ending in 2015 unless it is again approved by the Company’s stockholders prior to such day.

 

The description of the Master Bonus Plan contained herein is a summary of the material terms of the Master Bonus Plan, does not purport to be complete and is qualified in its entirety by reference to the Master Bonus Plan, a copy of which is attached hereto as Exhibit 10.4.

 

2011 Executive Annual Incentive Plan

 

On January 24, 2011, the Committee approved the terms of the 2011 Executive Annual Incentive Plan (the “Incentive Plan”), adopted pursuant to the Master Bonus Plan, which is applicable to certain executive officers of the Company. If the Master Bonus Plan is not approved by stockholders at the 2011 Annual Meeting of Stockholders, no payments will be made under the Incentive Plan to participants who are “covered employees” (as defined under 162(m) of the Code) for the 2011 fiscal year. The Incentive Plan is designed to (i) drive revenue growth and operating profits, (ii) encourage accountability, (iii) drive execution of long-term strategy and annual operating plan objectives, and (iv) recognize and reward executives upon the achievement of the Company’s objectives.

 

Executive officers of the Company who are employed during the eligibility period (fiscal year), are Senior Vice President level or above and are regular employees of Adobe through the date the bonus is paid are eligible to participate in the Incentive Plan. Pursuant to the Incentive Plan, each participant is eligible to receive an incentive bonus calculated as a percentage of the participant’s earned base salary.

 

The Incentive Plan requires that the Company achieve at least 90% of the GAAP revenue target approved by the Board of Directors under the annual operating plan (disregarding the effects of any material acquisitions not incorporated into the operating plan) as a minimum performance threshold before participants may earn any incentive bonus under the Incentive Plan.  If the initial threshold is not achieved, no payments are made under the Incentive Plan.  If the initial threshold is achieved, each participant is eligible to earn a maximum bonus (the “Maximum Bonus”) equal to 200% of such participant’s annual bonus target, up to a maximum of $5 million, subject to reduction as described below.  The target bonus is calculated by multiplying the participant’s base salary earned during the fiscal year by a Committee-approved target bonus percentage.  The actual bonus earned by each participant is calculated as described below.

 

4



 

For fiscal year 2011, the target bonus and Maximum Bonus, expressed as a percentage of annual base salary for the Company’s principal executive officer, principal financial officer and other named executive officers, are as follows:

 

Officer

 

Title

 

Target
Bonus

 

Maximum
Bonus

 

Shantanu Narayen

 

President and Chief Executive Officer

 

125

%

250

%

Mark Garrett

 

Executive Vice President and Chief Financial Officer

 

100

%

200

%

Johnny Loiacono

 

Senior Vice President, Digital Media Business Unit

 

75

%

150

%

Kevin Lynch

 

Senior Vice President, Chief Technology Officer

 

75

%

150

%

Matthew Thompson

 

Senior Vice President, Worldwide Field Operations

 

100

%

200

%

 

The Maximum Bonus for each participant is subject to reduction based on the Company’s achievement, as determined under a matrix, of adjusted revenue (GAAP revenue adjusted to reflect the shippable backlog at the end of the fiscal year and to disregard the effects of any material acquisitions not incorporated into the operating plan) and adjusted non-GAAP operating profit (GAAP operating profit, adjusted to include the operating profit associated with shippable backlog at the end of the fiscal year and to exclude (i) any annual incentive plan payments, (ii) the effects of any material acquisitions not incorporated into the operating plan, (iii) the impact of stock compensation, (iv) deferred compensation expense, (v) restructuring charges, and (vi) amortization of purchased intangibles, technology license arrangements and incomplete technology. These two metric s, expressed as a percentage, form the “Corporate Result.” The Maximum Bonus is reduced to zero if the Company achieves less than 75% of the operating profit target or less than 90% of the revenue target.  The maximum Corporate Result percentage is 200%.

 

The Maximum Bonus is also subject to reduction based on each individual’s level of achievement of specified individual performance goals.  The results of these individual metrics, expressed as a percentage, form the “Individual Result.”  The Individual Result percentage may not exceed 100%.

 

The Corporate Result and Individual Result are used in the calculation of the actual bonus payable under the Incentive Plan as follows:

 

Participant Target Bonus    x    Corporate Result   x    Individual Result

 

No participant will earn an actual bonus under the Incentive Plan in excess of his or her target bonus unless the Corporate Result exceeds 100%.

 

The description of the Incentive Plan contained herein is a summary of the material terms of the Incentive Plan, does not purport to be complete, and is qualified in its entirety by reference to the Incentive Plan. A copy of the Incentive Plan is attached to this Current Report on Form 8-K as Exhibit 10.5.

 

5



 

Section 9 — Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

 

 

 

Incorporated by Reference

 

Filed

 

Number

 

Exhibit Description

 

Form

 

Date

 

Number

 

Herewith

 

10.1

 

Form of Performance Share Program pursuant to the 2003 Equity Incentive Plan

 

8-K

 

1/29/2010

 

10.1

 

 

 

10.2

 

Form of Award Grant Notice and Performance Share Award Agreement pursuant to the 2003 Equity Incentive Plan

 

8-K

 

12/20/2010

 

99.5

 

 

 

10.3

 

Award Calculation Methodology to the 2011 Performance Share Program pursuant to the 2003 Equity Incentive Plan

 

 

 

 

 

 

 

X

 

10.4

 

2011 Executive Cash Performance Bonus Plan

 

 

 

 

 

 

 

X

 

10.5

 

2011 Executive Annual Incentive Plan

 

 

 

 

 

 

 

X

 

 

6



 

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 28, 2011

By:

/s/ KAREN O. COTTLE

 

 

Karen O. Cottle

 

 

Senior Vice President, General Counsel and Secretary

 

7



 

EXHIBIT INDEX

 

Exhibit 

 

 

 

Incorporated by Reference

 

Filed

 

Number

 

Exhibit Description

 

Form

 

Date

 

Number

 

Herewith

 

10.1

 

Form of Performance Share Program pursuant to the 2003 Equity Incentive Plan

 

8-K

 

1/29/2010

 

10.1

 

 

 

10.2

 

Form of Award Grant Notice and Performance Share Award Agreement pursuant to the 2003 Equity Incentive Plan

 

8-K

 

12/20/2010

 

99.5

 

 

 

10.3

 

Award Calculation Methodology to the 2011 Performance Share Program pursuant to the 2003 Equity Incentive Plan

 

 

 

 

 

 

 

X

 

10.4

 

2011 Executive Cash Performance Bonus Plan

 

 

 

 

 

 

 

X

 

10.5

 

2011 Executive Annual Incentive Plan

 

 

 

 

 

 

 

X

 

 

8


EX-10.3 2 a11-4781_1ex10d3.htm EX-10.3

EXHIBIT 10.3

 

2011 PERFORMANCE SHARE PROGRAM

AWARD CALCULATION METHODOLOGY

(Exhibit A to the 2011 Performance Share Program)

 

Parameter

 

Description

 

 

 

Designated Participants

 

Senior Vice Presidents and above (or equivalent) as designated by the Committee.

 

 

 

Performance Period

 

The Company’s 2011 fiscal year.

 

 

 

Award Agreement

 

A Maximum Award (in addition to a target award) for each Designated Participant will be approved by the Committee and set forth in each Designated Participant’s Award Agreement.

 

 

 

Performance Goal

 

The Company must achieve an initial threshold level of performance (the “Performance Goal”) in order for any Performance Shares to be earned.  The Performance Goal is the achievement of at least 80% of the GAAP revenue target set forth in the Board-approved 2011 annual operating plan.

 

·                        If the Performance Goal is not met, no Performance Shares will be earned under the Program.

·                        If the Performance Goal is met, Designated Participants will be credited with their Maximum Awards, subject to a reduction based on the achievement of Other Performance Goals which will determine the Actual Award earned.

 

 

 

Other Performance Goals

 

The Other Performance Goals are the five strategic objectives approved by the Committee.

 

 

 

Actual Award Determination

 

The Maximum Award will be reduced to equal the number of Performance Shares earned as an Actual Award based on the achievement of the Other Performance Goals.  For each set of Other Performance Goals:

 

 

 

 

Other
Performance Goal
Weight

 

x

Number of
Performance Shares
in Target Award

 

x

Other
Performance Goal
Achievement %

 

=

Actual
Performance
Shares

 

 

 

·                        All five sets of Other Performance Goals are weighted equally (20% each)

·                        The Other Performance Goal Achievement % for each Other Performance Goal is capped at 150%.

 

The Actual Award earned equals the sum of the Actual Performance Shares determined using the equation above for all of the Other Performance Goals.  Any partial share of an Actual Award shall be rounded up to the next whole share.

 


EX-10.4 3 a11-4781_1ex10d4.htm EX-10.4

EXHIBIT 10.4

 

ADOBE SYSTEMS INCORPORATED
2011 EXECUTIVE CASH PERFORMANCE BONUS PLAN

 

1.             Purposes of the Plan.   This Adobe Systems Incorporated 2011 Executive Cash Performance Bonus Plan sets forth the plan for payment of cash bonuses to those Participants designated for participation and is intended to increase stockholder value and the success of the Company by motivating Participants to perform to the best of their abilities and to achieve the Company’s objectives. The Plan’s goals are to be achieved by providing such Participants with incentive awards based on the achievement of goals relating to the performance of the Company or one of its business units or upon the achievement of objectively determinable performance goals. The Plan is intended to permit the payment of bonuses that may qualify as performance-bas ed compensation under Code Section 162(m) for Performance Periods starting on or after the commencement of the Company’s 2011 Fiscal Year.

 

2.             Definitions.

 

(a)          Award” means, with respect to each Participant, the award determined pursuant to Section 8(a) below for a Performance Period. Each Award is determined by a Payout Formula for a Performance Period, subject to the Committee’s authority under Section 8(a) to eliminate or reduce the Award otherwise payable.

 

(b)          Base Salary” means, as to any Performance Period, the Participant’s annualized salary rate on the last day of the Performance Period. Such Base Salary shall be before both (a) deductions for taxes or benefits, and (b) deferrals of compensation pursuant to Company-sponsored plans.

 

(c)           Board” means the Board of Directors of the Company.

 

(d)          Code” means the Internal Revenue Code of 1986, as amended.

 

(e)           Committee” means the Executive Compensation Committee of the Board, or another committee or subcommittee of the Board, which shall, with respect to payments hereunder intended to qualify as performance-based compensation under Code Section 162(m), consist, to the extent required by Section 162(m), solely of two or more members of the Board who qualify as “outside directors” within the meaning of Section 162(m).

 

(f)           Company” means Adobe Systems Incorporated or any of its subsidiaries (as such term is defined in Code Section 424(f)).

 

(g)           Fiscal Year” means a fiscal year of the Company.

 

(h)          Maximum Award” means, as to any Participant for any Performance Period, the maximum award that may be granted to the Participant under the Plan.  In no event may the Maximum Award exceed $5 million multiplied by the number of complete Fiscal Years contained within the Performance Period, or, for any Performance Period of less than one complete Fiscal Year, $5 million.

 

(i)           Participant” means an eligible executive or member of senior management of the Company selected by the Committee, in its sole discretion, to participate in the Plan for a Performance Period.

 

(j)           Payout Determination Date” means the date upon which the Committee determines the amounts payable pursuant to the Target Award and the Payout Formula with respect to any previously completed Performance Period, in accordance with Section 8(a).

 

(k)          Payout Formula” means, as to any Performance Period, the formula or payout matrix established by the Committee pursuant to Section 7 in order to determine the Awards (if any) to be paid to Participants, which is generally expressed as a percentage (which may be more than 100%) of the Target Award. The formula or matrix may differ from Participant to Participant.

 

(l)           Performance-Based Compensation” means compensation that is intended to qualify as “performance-based compensation” within the meaning of Section 162(m).

 

(m)         Performance Goals” means the goal(s) (or combined goal(s)) determined by the Committee (in its discretion) to be applicable to a Participant with respect to an Award. As determined by the Committee, the Performance Goals applicable to an Award may provide for a targeted level or levels of achievement using one or more of the following measures:

 

·                  growth in revenue or product revenue;

 



 

·                  growth in the market price of stock;

 

·                  operating margin;

 

·                  margin, including gross margin;

 

·                  operating income;

 

·                  operating income after taxes;

 

·                  operating profit or net operating profit;

 

·                  pre-tax profit;

 

·                  earnings before interest, taxes and depreciation;

 

·                  earnings before interest, taxes, depreciation and amortization;

 

·                  income, before or after taxes (including net income);

 

·                  total return on shares of stock or total stockholder return;

 

·                  earnings, including but not limited to earnings per share and net earnings;

 

·                  return on stockholder equity or average stockholder’s equity;

 

·                  return on net assets;

 

·                  return on assets, investment or capital employed;

 

·                  expenses;

 

·                  cost reduction goals;

 

·                  return on capital;

 

·                  economic value added;

 

·                  market share;

 

·                  operating cash flow;

 

·                  cash flow, as indicated by book earnings before interest, taxes, depreciation and amortization;

 

·                  cash flow per share;

 

·                  improvement in or attainment of working capital levels;

 

·                  debt reduction;

 

·                  debt levels;

 

·                  capital expenditures;

 

·                  sales or revenue targets, including product or product family targets;

 

·                  billings;

 

·                  workforce diversity;

 

·                  customer satisfaction;

 

·                  implementation or completion of projects or processes;

 

·                  improvement in or attainment of working capital levels;

 

·                  stockholders’ equity; and

 



 

·                  other measures of performance selected by the Committee to the extent consistent with Section 162(m).

 

The Performance Goals may be based on (i) absolute target values, (ii) growth, maintenance or limiting losses, as compared to a prior period, or (iii) values relative to the performance of one or more comparable companies or to the performance of one or more relevant indices. The Performance Goals may be measured on a Company-wide basis or solely with respect to one or more business units, divisions, affiliates, or business segments.  The Performance Goals may differ from Participant to Participant and from Award to Award.

 

In establishing a Performance Goal on the Target Determination Date, the Committee shall define, in an objective fashion, the manner of calculating the Performance Goal it selects to use for such Performance Period.  The Performance Goals shall be determined in accordance with United States generally accepted accounting principles (“GAAP”), unless the Committee determines that a non-GAAP measure can and will be used in a manner that complies with Section 162(m).   The Committee may provide that the attainment of the Performance Goal shall be measured by appropriately adjusting the evaluation of Performance Goal performance as follows:

 

·                  to include or exclude restructuring and/or other nonrecurring charges;

 

·                  to include or exclude exchange rate effects, as applicable, for non-U.S. dollar denominated Performance Goals;

 

·                  to include or exclude the effects of changes to GAAP required by the Financial Accounting Standards Board;

 

·                  to include or exclude the effects of any statutory adjustments to corporate tax rates;

 

·                  to include or exclude the effects of any “extraordinary items” as determined under GAAP;

 

·                  to include or exclude the effect of payment of the bonuses under this Plan and any other bonus plans of the Company;

 

·                  to include or exclude the effect of stock based compensation and/or deferred compensation;

 

·                  to include or exclude any other unusual, non-recurring gain or loss or other extraordinary item;

 

·                  to respond to, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development;

 

·                  to respond to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions;

 

·                  to include or exclude the effects of divestitures, acquisitions or joint ventures;

 

·                  to include or exclude the effects of discontinued operations that do not qualify as a segment of a business unit under GAAP;

 

·                  to assume that any business divested by the Company achieved performance objectives at targeted levels during the balance of a Performance Period following such divestiture;

 

·                  to include or exclude the effect of any change in the outstanding shares of common stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common shareholders other than regular cash dividends;

 

·                  to reflect a corporate transaction, such as a merger, consolidation, separation (including a spinoff or other distribution of stock or property by a corporation), or reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code);

 



 

·                  to reflect any partial or complete corporate liquidation;

 

·                  to reflect shippable backlog; and

 

·                  to include or exclude the amortization of purchased intangibles, technology license arrangements and incomplete technology.

 

The amount of any adjustment made pursuant to the prior sentence shall be determined in accordance with GAAP, unless the Committee determines that a non-GAAP adjustment can and will be used in a manner that complies with Section 162(m).

 

(n)          Performance Period’ means any Fiscal Year or such other period as determined by the Committee in its sole discretion.

 

(o)          Plan” means this Adobe Systems Incorporated 2011 Executive Cash Performance Bonus Plan.

 

(p)          Plan Year” means the Company’s fiscal year.

 

(q)          Section 162(m)” means Section 162(m) of the Code, or any successor to Section 162(m), as that Section may be interpreted from time to time by the Internal Revenue Service, whether by regulation, notice or otherwise.

 

(r)           Target Award’ means the target award payable under the Plan to a Participant for the Performance Period, expressed as a percentage of Participant’s Base Salary (or any other measure of the Participant’s base salary determined by the Committee) or a specific dollar amount, as determined by the Committee in accordance with Section 6.

 

(s)           Target Determination Cutoff Date” means the latest possible date that will not jeopardize a Target Award’s qualification as Performance-Based Compensation.

 

(t)           Target Determination Date” means the date or dates upon which the Committee sets the Target Award and Payout Formula with respect to any Performance Period, in accordance with Section 7.

 

(u)           “Threshold Award” means the minimum award payable under the Plan to a Participant for the Performance Period, expressed as a percentage of Participant’s Base Salary (or any other measure of the Participant’s base salary determined by the Committee) or a specific dollar amount, as determined by the Committee in accordance with Section 6.

 

3.             Plan Administration.

 

(a)          The Committee shall be responsible for the general administration and interpretation of the Plan and for carrying out its provisions. Subject to the requirements for qualifying compensation as Performance-Based Compensation, the Committee may delegate specific administrative tasks to Company employees or others as appropriate for proper administration of the Plan. Subject to the limitations on Committee discretion imposed under Section 162(m), the Committee shall have such powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the following powers and duties, but subject to the terms of the Plan:

 

(i)           discretionary authority to adopt Target Awards and Payout Formulae under this Plan for a given Performance Period on or prior to the Target Determination Cutoff Date;

 

(ii)          discretionary authority to construe and interpret the terms of the Plan, and to determine eligibility and the amount, manner and time of payment of any Awards hereunder;

 

(iii)         to prescribe forms and procedures for purposes of Plan participation and distribution of Awards; and

 

(iv)         to adopt rules, regulations and bylaws and to take such actions as it deems necessary or desirable for the proper administration of the Plan.

 



 

(b)          Any rule or decision by the Committee that is not inconsistent with the provisions of the Plan shall be conclusive and binding on all persons, and shall be given the maximum deference permitted by law.

 

4.             Eligibility.   The employees eligible to participate in the Plan for a given Performance Period shall be determined by the Committee, and are generally expected to include executive officers of the Company who are subject to Section 16 of the Securities and Exchange Act of 1934 and any other members of senior management of the Company who are specifically designated by the Committee, in its sole discretion, for participation in the Plan. Unless specifically excepted under terms that are consistent with Section 162(m), a Participant must be actively employed on the last day of the Performance Period to be eligible to receive a payment hereunder. No person shall be automatically entitled to participate in the Plan.

 

5.             Performance Goal Determination.   On the Target Determination Date, the Committee, in its sole discretion, shall establish the Performance Goals for each Participant for the Performance Period. Such Performance Goals shall be set forth in writing on or prior to the Target Determination Cutoff Date, and the achievement of such Performance Goals shall be substantially uncertain at such time.

 

6.             Target Award Determination.   On the Target Determination Date, the Committee, in its sole discretion, shall establish a Target Award and a Maximum Award for each Participant. Each Participant’s Target Award and Maximum Award (and any Threshold Award, as applicable) shall be set forth in writing on or prior to the Target Determination Cutoff Date.

 

7.             Determination of Payout Formula.   On the Target Determination Date, the Committee, in its sole discretion, shall establish a Payout Formula for purposes of determining the Award (if any) payable to each Participant. Each Payout Formula (a) shall be set forth in writing on or prior to the Target Determination Cutoff Date, (b) shall provide for the payment of a Participant’s Award if the Performance Goals for the Performance Period are achieved, and (c) may provide for an Award payment greater than or less than the Participant’s Target Award, depending upon the extent to which the Performance Goals are achieved. Notwithstanding the preceding, in no event shall a Participant’s Award for any Performance Period exc eed the Maximum Award.

 

8.             Payout Determination; Award Payment.

 

(a)          Payout Determination and Certification.   On the Payout Determination Date, the Committee shall certify in writing (which may be by approval of the minutes from the meeting in which the certification was made or by a written certification signed by a duly authorized officer of the Company who attended the Committee meeting of the certifications made by the Committee in its meeting) the extent to which the Performance Goals applicable to each Participant for the Performance Period were achieved or exceeded. The Award for each Participant shall be determined by applying the Payout Formula to the level of actual performance that has been certified by the Committee. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, may eliminate or reduce the Award payable to any Participant below that which otherwise would be payable under the Payout Formula.

 

(b)          Right to Receive Payment.   Each Award under the Plan shall be paid solely from the general assets of the Company. Nothing in this Plan shall be construed to create a trust or to establish or evidence any Participant’s claim of any right to payment of an Award other than as an unsecured general creditor with respect to any payment to which he or she may be entitled.

 

(c)           Form of Distributions.   The Company shall distribute all Awards to the Participant in cash.  All payments under this Plan will be subject to applicable tax withholdings.

 

(d)          Timing of Distributions.   Subject to Section 8(e) below, the Company shall distribute amounts payable to Participants as soon as is practicable following the determination and written certification of the Award for a Performance Period, but in no event later than March 15 of the year following the year of performance so that all such payments comply with Treasury Regulation Section 1.409A-1(b)(4).

 

(e)           Deferral.   The Committee may defer payment of Awards, or any portion thereof, to Participants as the Committee, in its discretion, determines to be necessary or desirable to preserve the deductibility of such amounts under Section 162(m). In addition, the Committee, in its sole discretion, may permit a Participant to defer receipt of the payment of cash that would otherwise be delivered to a Participant under the Plan. Any such deferral elections shall be subject to such rules and procedures as shall be determined by the Committee in its sole discretion.

 



 

9.             Term of Plan.   The Plan shall first apply to the 2011 Plan Year; however, no payments shall be made under the Plan to individuals who are “covered employees” (as defined under Section 162(m)) in respect of performance in the 2011 Plan Year if the Plan is not approved at the first annual meeting of the Company’s stockholders held in 2011. The Plan shall continue until the earlier of (a) the date as of which the Committee terminates the Plan and (b) the last day of the Plan Year ending in 2015 (provided that Awards, if any, for such Plan Year shall be paid in accordance with the terms of the Plan).

 

10.          Amendment and Termination of the Plan.   The Committee may amend, modify, suspend or terminate the Plan, in whole or in part, at any time, including adopting amendments deemed necessary or desirable to correct any defect or to supply omitted data or to reconcile any inconsistency in the Plan or in any Award granted hereunder; provided, however, that no amendment, alteration, suspension or discontinuation shall be made which would (i) increase the amount of compensation payable pursuant to such Award or (ii) cause compensation that is, or may become, payable hereunder to any “covered employee” to fail to qualify as Performance-Based Compensation. To the extent necessary or advisable under applicable law, including Section 162(m), Pla n amendments shall be subject to stockholder approval. At no time before the actual distribution of funds to Participants under the Plan shall any Participant accrue any vested interest or right whatsoever under the Plan except as otherwise stated in this Plan.

 

11.          Bifurcation of the Plan.   It is the intent of the Company that the Plan, and all payments made hereunder, satisfy and be interpreted in a manner that, in the case of Participants who are persons whose compensation is subject to the limitations on deductibility of compensation provided under Section 162(m), qualify as Performance-Based Compensation under Section 162(m).  Any provision, application or interpretation of the Plan inconsistent with this intent to satisfy the requirements of Section 162(m) shall be disregarded.  However, notwithstanding anything to the contrary in the Plan, the provisions of the Plan may at any time be bifurcated by the Board or the Committee in any manner so that certain provisions of the Plan or a ny payment intended (or required in order) to satisfy the applicable requirements of Section 162(m) are only applicable to persons whose compensation is subject to the limitations on deductibility of compensation provided under Section 162(m).

 

12.          No Guarantee of Employment.  The Plan is intended to provide a financial incentive to Participants and is not intended to confer any rights to continued employment upon Participants whose employment will remain at-will and subject to termination by either the Company or Participant at any time, with or without cause or notice.

 


EX-10.5 4 a11-4781_1ex10d5.htm EX-10.5

EXHIBIT 10.5

 

ADOBE SYSTEMS INCORPORATED

EXECUTIVE ANNUAL INCENTIVE PLAN

FISCAL YEAR 2011

 

Purpose:

 

As part of the total compensation program, Adobe has designed an annual cash-based incentive plan for its 2011 fiscal year for certain executive officers.  This Executive Annual Incentive Plan for Fiscal Year 2011 (“AIP”) is designed to drive revenue growth and operating profits, encourage accountability, drive execution of long-term strategy and annual operating plan objectives, and recognize and reward executives upon the achievement of our objectives.  This AIP operates under, and is subject to the terms of, the Adobe Systems Incorporated Executive Cash Performance Bonus Plan (the “Master Bonus Plan”) that was approved by Adobe’s Board of Directors in January 2011.  Capitalized terms not defined herein have the meanings set forth in the Master Bonus Plan.  Note that the Master Bonus Plan is being submitted for the approval by Adobe’s stockholders at the 2011 Annual Meeting of Stockholders.  If the stockholders do not approve the Master Bonus Plan at that meeting, no bonuses will be paid under this AIP to participants who are determined to be “covered employees” under Section 162(m) for the 2011 fiscal year and such individuals will have no other contractual rights to any annual bonus amounts; however, this AIP will remain in full force and effect for all other eligible participants.

 

Eligibility:

 

Executive officers of the Company who are employed (full time or part time) during Adobe’s 2011 fiscal year (the “Performance Period”), who are at least Senior Vice President level, who are regular employees of Adobe at the end of the Performance Period and who remain employees of Adobe through the date the Actual Award is paid are eligible to participate in the AIP.  If an executive officer is hired after the beginning of the AIP Performance Period and the Committee determines that such executive should be eligible to earn compensation under the AIP, the executive officer’s Target Award will be pro-rated based on the actual earned salary during the AIP Performance Period — that is, the Target Award will be calculated by reference to actual salary earned during the AIP Performance Period.  If the executive officer’s salary and/or AIP annual bonus target percent changes du ring the AIP Performance Period, the officer’s Target Award will be pro-rated based on those adjusted figures as follows:  the Target Award will be based on the number of business days in the AIP Performance Period with the former AIP annual bonus target percent/earned salary and the number of business days in the AIP Performance Period with the new AIP annual bonus target percent/earned salary.  If the executive’s employment terminates before the date the Actual Award is paid, the executive will not be eligible for a bonus payment, or any portion of a bonus payment, except as provided in an applicable severance plan or in an individual retention agreement with an executive.  If an executive is on a leave of absence for the entire AIP Performance Period, the executive is not eligible for an AIP bonus.  If the executive officer is on a leave of absence for a portion of the AIP Performance Period, the officer will be eligible for a bonus under the AIP based on actual salary earned during the Performance Period (exclusive of any salary replacement benefits paid during the leave via insurance) — that is, the Target Award will be calculated by reference to the actual salary earned during the AIP Performance Period.

 

Employees Covered by Internal Revenue Code Section 162(m):

 

Notwithstanding the foregoing eligibility provisions, to the extent it determines to be necessary or desirable to achieve full deductibility of bonus compensation awarded under the AIP, the Committee, in its sole discretion, (i) may exclude from participation under the AIP those individuals who are or who may likely be “covered employees” under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”) whose employment in an eligible position commenced after the Committee established the Threshold Goal (described below), which generally will be a date not later than the 90th day of the AIP Performance Period and (ii) may take other actions as necessary to ensure deductibility of the compensation paid under the AIP.

 



 

HOW THE AIP WORKS

 

AIP Components:

 

Target Award, Maximum Award, Threshold Goal, Corporate Result, Individual Result, and Actual Award

 

Target Award:

 

An annual bonus target percent is designated for each eligible participant by the Committee.  Each participant’s Actual Award (as defined below) is calculated, in part (as further described below), by reference to his or her “Target Award.”  The Target Award equals the product of the annual bonus target percent and the actual base salary earned by the participant in the fiscal year.  For example, a Senior Vice President whose annual bonus target percent is 60% and whose actual earned annual base salary is $400,000 would have his Actual Award calculated by reference to a Target Award of $240,000 ($400,000 x 60%).  The Target Award is the amount that would be earned under the AIP upon achievement at the 100% level of both the Corporate Result and the Individual Result.

 

Maximum Award:

 

No executive may earn a bonus in respect of the Performance Period in excess of 200% of his or her Target Award (and in no event more than $5 million) (“Maximum Award”).

 

Funding the Bonus Pool:

 

If the Threshold Goal is attained, the AIP will be funded at 200% of the Target Award for all participants, and each participant will be credited with the Maximum Award.  The Company is under no obligation to pay out the entire funding of the bonus pool.

 

The Threshold Goal is defined as achievement during the Performance Period of at least 90% of the Company’s budgeted GAAP revenue target (“GAAP Revenue”), disregarding the effects of any material acquisitions not incorporated into the operating plan, as set forth in the annual operating plan approved by Adobe’s Board of Directors at the beginning of the fiscal year.  If the Company does not achieve the Threshold Goal, the AIP will not be funded and eligible executives will earn no bonus under the AIP.  If the Company achieves the Threshold Goal, executives will be credited with their Maximum Award that will be adjusted downward to the Actual Award.

 

Determination of Actual Award:

 

Upon the funding of the AIP and crediting of the Maximum Award, the Company will determine the actual award earned by that participant (the “Actual Award”) by reducing the Maximum Award based on (i) achievement against specific Company financial goals, as reflected by the calculation of the Corporate Result (defined below), and (ii) achievement against individual performance goals reflected by the calculation of the Individual Result (defined below).  In addition, the Actual Award is subject to further adjustment as described below under “Additional Adjustments to Actual Awards.”

 

Specifically, each executive’s Actual Bonus under the AIP is reduced from the Maximum Award based on a formula that multiplies the executive’s Target Award by 1) the Corporate Result, and 2) that executive’s Individual Result.

 

Corporate Result:

 

If the Company has achieved the Threshold Goal, the “Corporate Result” (expressed as a percentage not to exceed 200%) is determined by calculating the applicable percentage under the AIP matrix (attached) based on the Company’s achievement of both (1) Adjusted Non-GAAP Operating Profit (that is, GAAP operating profit, adjusted to include the operating profit associated with shippable backlog at the end of the fiscal year and to exclude (i) any annual incentive plan payments, (ii) the effects of any material acquisitions not incorporated into the operating plan, (iii) the impact of stock compensation (iv) deferred

 



 

compensation expense, (v) restructuring charges, and (v) amortization of purchased intangibles, technology license arrangements and incomplete technology) and (2) Adjusted Revenue (that is, GAAP Revenue, adjusted to reflect shippable backlog at the end of the fiscal year and to disregard the effects of any material acquisitions not incorporated into the operating plan).  Achievement of Adjusted Non-GAAP Operating Profit and Adjusted Revenue is determined by reference to the respective targets for such measures set forth in the annual operating plan approved by Adobe’s Board of Directors at the beginning of the fiscal year.  The Company may exercise negative discretion to reduce the Corporate Result, in its sole discretion.  The Corporate Result Percentage is zero, and each participant’s Maximum Award is reduced to zero, if Adobe achieves less than 75% of its Adjusted Non-GAAP Operating Profit target or less than 90% of its Adjusted Revenue target.

 

Individual Result:

 

The Committee, in consultation with the CEO (other than with respect to his own performance), determines each participant’s “Individual Result” multiplier (expressed as a percentage not to exceed 100%), based in part on that executive’s achievement of certain goals selected for such executive at the beginning of the AIP Performance Period, with such goals weighted in the sole discretion of the Committee.  If the Corporate Result exceeds 100%, the Individual Result multiplier may also reflect, in the Committee’s discretion, the individual’s contribution toward the achievement of the Corporate Result level in excess of 100%.  No participant will earn an Actual Award under the AIP in excess of his or her Target Award unless the Corporate Result exceeds 100%.

 

Additional Adjustments to Actual Awards:

 

A 5% reduction will be applied to the Actual Award otherwise earned by any executive who fails to meet the annual performance appraisal submission deadline. A separate 5% reduction will be applied to the Actual Award that would otherwise be earned by any executive who fails to timely complete mandatory training during the fiscal year.

 

Administration:

 

Actual Awards earned are paid on an annual basis approximately 45-60 days after fiscal year-end, but in all cases in compliance with the short term deferral exception from Section 409A of the Internal Revenue Code of 1986, as amended.  Participation in the AIP is at the discretion of the Committee, in consultation with Company management.  The Company reserves the right to interpret and to make changes to or withdraw the AIP at any time, subject to applicable legal requirements.  All terms and conditions of the AIP are subject to compliance with applicable law.

 



 

AIP CORPORATE RESULT MATRIX:

 

AIP Matrix

 

 

 

90% Gate

 

Revenue

 

Operting Profit $s

 

90%

 

91%

 

92%

 

93%

 

94%

 

95%

 

96%

 

97%

 

98%

 

99%

 

 

100%

 

 

101%

 

102%

 

103%

 

104%

 

105%

 

106%

 

107%

 

108%

 

109%

 

110%

 

75% Gate

 

125

%

166

%

168

%

169

%

171

%

173

%

175

%

176

%

178

%

180

%

182

%

 

183

%

 

186

%

189

%

192

%

195

%

198

%

200

%

200

%

200

%

200

%

200

%

 

 

124

%

163

%

164

%

166

%

168

%

170

%

171

%

173

%

175

%

177

%

178

%

 

180

%

 

183

%

186

%

189

%

192

%

194

%

197

%

200

%

200

%

200

%

200

%

 

 

123

%

159

%

161

%

163

%

164

%

166

%

168

%

170

%

171

%

173

%

175

%

 

177

%

 

180

%

182

%

185

%

188

%

191

%

194

%

197

%

200

%

200

%

200

%

 

 

122

%

156

%

158

%

159

%

161

%

163

%

165

%

166

%

168

%

170

%

172

%

 

173

%

 

176

%

179

%

182

%

185

%

188

%

191

%

193

%

196

%

199

%

200

%

 

 

121

%

153

%

154

%

156

%

158

%

160

%

161

%

163

%

165

%

167

%

168

%

 

170

%

 

173

%

176

%

179

%

182

%

184

%

187

%

190

%

193

%

196

%

199

%

 

 

120

%

149

%

151

%

153

%

154

%

156

%

158

%

160

%

161

%

163

%

165

%

 

167

%

 

170

%

172

%

175

%

178

%

181

%

184

%

187

%

190

%

193

%

196

%

 

 

119

%

146

%

148

%

149

%

151

%

153

%

155

%

156

%

158

%

160

%

162

%

 

163

%

 

166

%

169

%

172

%

175

%

178

%

181

%

183

%

186

%

189

%

192

%

 

 

118

%

143

%

144

%

146

%

148

%

150

%

151

%

153

%

155

%

157

%

158

%

 

160

%

 

163

%

166

%

169

%

172

%

174

%

177

%

180

%

183

%

186

%

189

%

 

 

117

%

139

%

141

%

143

%

144

%

146

%

148

%

150

%

151

%

153

%

155

%

 

157

%

 

160

%

162

%

165

%

168

%

171

%

174

%

177

%

180

%

183

%

186

%

 

 

116

%

136

%

138

%

139

%

141

%

143

%

145

%

146

%

148

%

150

%

152

%

 

153

%

 

156

%

159

%

162

%

165

%

168

%

171

%

173

%

177

%

180

%

183

%

 

 

115

%

133

%

134

%

136

%

138

%

140

%

141

%

143

%

145

%

147

%

148

%

 

150

%

 

153

%

156

%

159

%

162

%

164

%

167

%

170

%

173

%

176

%

180

%

 

 

114

%

129

%

131

%

133

%

134

%

136

%

138

%

140

%

141

%

143

%

145

%

 

147

%

 

150

%

152

%

155

%

158

%

161

%

164

%

167

%

170

%

173

%

176

%

 

 

113

%

126

%

128

%

129

%

131

%

133

%

135

%

136

%

138

%

140

%

142

%

 

143

%

 

146

%

149

%

152

%

155

%

158

%

161

%

164

%

167

%

170

%

173

%

 

 

112

%

123

%

124

%

126

%

128

%

130

%

131

%

133

%

135

%

137

%

138

%

 

140

%

 

143

%

146

%

149

%

152

%

154

%

157

%

161

%

164

%

167

%

170

%

 

 

111

%

119

%

121

%

123

%

124

%

126

%

128

%

130

%

131

%

133

%

135

%

 

137

%

 

140

%

142

%

145

%

148

%

151

%

154

%

157

%

161

%

164

%

167

%

 

 

110

%

116

%

118

%

119

%

121

%

123

%

125

%

126

%

128

%

130

%

132

%

 

133

%

 

136

%

139

%

142

%

145

%

148

%

151

%

154

%

157

%

160

%

164

%

 

 

109

%

113

%

114

%

116

%

118

%

120

%

121

%

123

%

125

%

127

%

128

%

 

130

%

 

133

%

136

%

139

%

142

%

145

%

148

%

151

%

154

%

157

%

160

%

 

 

108

%

109

%

111

%

113

%

114

%

116

%

118

%

120

%

121

%

123

%

125

%

 

127

%

 

130

%

132

%

135

%

138

%

141

%

145

%

148

%

151

%

154

%

157

%

 

 

107

%

106

%

108

%

109

%

111

%

113

%

115

%

116

%

118

%

120

%

122

%

 

123

%

 

126

%

129

%

132

%

135

%

138

%

141

%

145

%

148

%

151

%

154

%

 

 

106

%

103

%

104

%

106

%

108

%

110

%

111

%

113

%

115

%

117

%

118

%

 

120

%

 

123

%

126

%

129

%

132

%

135

%

138

%

141

%

145

%

148

%

151

%

 

 

105

%

99

%

101

%

103

%

104

%

106

%

108

%

110

%

111

%

113

%

115

%

 

117

%

 

120

%

122

%

125

%

129

%

132

%

135

%

138

%

141

%

144

%

148

%

 

 

104

%

96

%

98

%

99

%

101

%

103

%

105

%

106

%

108

%

110

%

112

%

 

113

%

 

116

%

119

%

122

%

125

%

129

%

132

%

135

%

138

%

141

%

144

%

 

 

103

%

93

%

94

%

96

%

98

%

100

%

101

%

103

%

105

%

107

%

108

%

 

110

%

 

113

%

116

%

119

%

122

%

125

%

129

%

132

%

135

%

138

%

141

%

 

 

102

%

89

%

91

%

93

%

94

%

96

%

98

%

100

%

101

%

103

%

105

%

 

107

%

 

110

%

113

%

116

%

119

%

122

%

125

%

129

%

132

%

135

%

138

%

 

 

101

%

86

%

88

%

89

%

91

%

93

%

95

%

96

%

98

%

100

%

102

%

 

103

%

 

106

%

110

%

113

%

116

%

119

%

122

%

125

%

129

%

132

%

135

%

 

 

100

%

83

%

84

%

86

%

88

%

90

%

91

%

93

%

95

%

97

%

98

%

 

100

%

 

103

%

106

%

109

%

113

%

116

%

119

%

122

%

125

%

128

%

132

%

 

 

99

%

79

%

81

%

83

%

84

%

86

%

88

%

90

%

91

%

93

%

95

%

 

97

%

 

100

%

103

%

106

%

109

%

113

%

116

%

119

%

122

%

125

%

128

%

 

 

98

%

76

%

78

%

79

%

81

%

83

%

85

%

86

%

88

%

90

%

92

%

 

94

%

 

97

%

100

%

103

%

106

%

109

%

113

%

116

%

119

%

122

%

125

%

 

 

97

%

73

%

74

%

76

%

78

%

80

%

81

%

83

%

85

%

87

%

88

%

 

90

%

 

94

%

97

%

100

%

103

%

106

%

109

%

113

%

116

%

119

%

122

%

 

 

96

%

69

%

71

%

73

%

74

%

76

%

78

%

80

%

81

%

83

%

85

%

 

87

%

 

90

%

94

%

97

%

100

%

103

%

106

%

109

%

113

%

116

%

119

%

 

 

95

%

66

%

68

%

69

%

71

%

73

%

75

%

76

%

78

%

80

%

82

%

 

84

%

 

87

%

90

%

93

%

97

%

100

%

103

%

106

%

109

%

112

%

116

%

 

 

94

%

63

%

64

%

66

%

68

%

70

%

71

%

73

%

75

%

77

%

79

%

 

81

%

 

84

%

87

%

90

%

93

%

97

%

100

%

103

%

106

%

109

%

112

%

 

 

93

%

59

%

61

%

63

%

64

%

66

%

68

%

70

%

71

%

73

%

76

%

 

78

%

 

81

%

84

%

87

%

90

%

93

%

97

%

100

%

103

%

106

%

109

%

 

 

92

%

56

%

58

%

59

%

61

%

63

%

65

%

66

%

68

%

70

%

72

%

 

74

%

 

78

%

81

%

84

%

87

%

90

%

93

%

97

%

100

%

103

%

106

%

 

 

91

%

53

%

54

%

56

%

58

%

60

%

61

%

63

%

65

%

67

%

69

%

 

71

%

 

74

%

78

%

81

%

84

%

87

%

90

%

93

%

97

%

100

%

103

%

 

 

90

%

49

%

51

%

53

%

54

%

56

%

58

%

60

%

62

%

64

%

66

%

 

68

%

 

71

%

74

%

77

%

81

%

84

%

87

%

90

%

93

%

96

%

100

%

 

 

89

%

46

%

48

%

49

%

51

%

53

%

55

%

57

%

59

%

61

%

63

%

 

65

%

 

68

%

71

%

74

%

77

%

81

%

84

%

87

%

90

%

93

%

96

%

 

 

88

%

43

%

44

%

46

%

48

%

50

%

51

%

53

%

55

%

57

%

60

%

 

62

%

 

65

%

68

%

71

%

74

%

77

%

81

%

84

%

87

%

90

%

93

%

 

 

87

%

39

%

41

%

43

%

44

%

46

%

48

%

50

%

52

%

54

%

56

%

 

58

%

 

62

%

65

%

68

%

71

%

74

%

77

%

81

%

84

%

87

%

90

%

 

 

86

%

36

%

38

%

39

%

41

%

43

%

45

%

47

%

49

%

51

%

53

%

 

55

%

 

58

%

62

%

65

%

68

%

71

%

74

%

77

%

81

%

84

%

87

%

 

 

85

%

33

%

34

%

36

%

38

%

40

%

42

%

44

%

46

%

48

%

50

%

 

52

%

 

55

%

58

%

61

%

65

%

68

%

71

%

74

%

77

%

80

%

84

%

 

 

84

%

29

%

31

%

33

%

34

%

36

%

39

%

41

%

43

%

45

%

47

%

 

49

%

 

52

%

55

%

58

%

61

%

65

%

68

%

71

%

74

%

77

%

80

%

 

 

83

%

26

%

28

%

29

%

31

%

33

%

35

%

37

%

39

%

41

%

44

%

 

46

%

 

49

%

52

%

55

%

58

%

61

%

65

%

68

%

71

%

74

%

77

%

 

 

82

%

23

%

24

%

26

%

28

%

30

%

32

%

34

%

36

%

38

%

40

%

 

42

%

 

46

%

49

%

52

%

55

%

58

%

61

%

65

%

68

%

71

%

74

%

 

 

81

%

19

%

21

%

23

%

25

%

27

%

29

%

31

%

33

%

35

%

37

%

 

39

%

 

42

%

46

%

49

%

52

%

55

%

58

%

61

%

65

%

68

%

71

%

 

 

80

%

16

%

18

%

20

%

22

%

24

%

26

%

28

%

30

%

32

%

34

%

 

36

%

 

39

%

42

%

45

%

49

%

52

%

55

%

58

%

61

%

64

%

68

%

 

 

79

%

13

%

14

%

16

%

18

%

20

%

23

%

25

%

27

%

29

%

31

%

 

33

%

 

36

%

39

%

42

%

45

%

49

%

52

%

55

%

58

%

61

%

64

%

 

 

78

%

9

%

11

%

13

%

15

%

17

%

19

%

21

%

23

%

25

%

28

%

 

30

%

 

33

%

36

%

39

%

42

%

45

%

49

%

52

%

55

%

58

%

61

%

 

 

77

%

6

%

8

%

10

%

12

%

14

%

16

%

18

%

20

%

22

%

24

%

 

26

%

 

30

%

33

%

36

%

39

%

42

%

45

%

49

%

52

%

55

%

58

%

 

 

76

%

3

%

5

%

7

%

9

%

11

%

13

%

15

%

17

%

19

%

21

%

 

23

%

 

26

%

30

%

33

%

36

%

39

%

42

%

45

%

49

%

52

%

55

%

 

 

75

%

0

%

2

%

4

%

6

%

8

%

10

%

12

%

14

%

16

%

18

%

 

20

%

 

23

%

26

%

29

%

33

%

36

%

39

%

42

%

45

%

48

%

52

%

 


-----END PRIVACY-ENHANCED MESSAGE-----