EX-99 7 exhibit_99-5.htm EXHIBIT_99-5 Exhibit_99-5

 Adobe Systems
Option Exchange
Institutional Investor Presentation
Annual Meeting of Stockholders
April 9, 2003



Option Exchange Program

Stock options are a critical component of Adobe's compensation, incentive, and retention programs

Many employees have a significant portion of options underwater, which are non-motivating

Exchange creates retention tool and aligns employee goals with those of stockholders

Exchanged options returned to the reserve could fund annual stock and new hire grants until 2004 stockholder meeting

Value neutral exchanges avoid dilution in ownership that normally result from supplemental grants of stock options



Option Exchange Program

6 month+1 day exchange program

Complies with ISS guidelines for stockholder approval
●   Excludes Adobe officers and directors
   ●   Value neutral (i.e. "value-for-value") exchange ratios

Restart 3-year vesting schedule with 1-year cliff vest, and monthly vesting thereafter

6-year term

100% participation by employees would equate to ~10% reduction in outstanding options

Submitting proposal to stockholders for approval even though not required to do so