ex10_3.htm


    Exhibit
10.3

    ADOBE
SYSTEMS INCORPORATED

    1994
PERFORMANCE AND RESTRICTED STOCK PLAN

    


    RESTRICTED
STOCK AWARD GRANT AGREEMENT

    


    Adobe
Systems Incorporated (the “Company”) has granted _______________________ (the
“Participant”), as of ___________ ___, 2008 (the “Grant Date”), an award of
Restricted Stock (the “Award”) as described in this Restricted Stock Award Grant
Agreement (the “Agreement”) pursuant to the Company’s 1994 Performance and
Restricted Stock Plan (the “Plan”).  Capitalized terms not defined in
this Agreement shall have the meaning set forth in the Plan and, if applicable,
the Superseding Agreement.

    


    IT IS
AGREED between the parties as follows:

    


    
      	
               
      

            	
              1.

            	
              Issuance of
      Shares.  Effective as of the Grant Date, the Company
      shall issue the Participant _______________ shares of the Company’s common
      stock (the “Stock”) in consideration for the Participant’s service with
      the Company.  In the event additional consideration is required
      by law so that the Stock acquired under this Agreement is deemed fully
      paid and nonassessable, the Board shall determine the amount and character
      of such additional consideration to be paid and the Participant shall
      deliver it promptly to the Company.  The Company will direct the
      transfer agent for the Company to deliver to Escrow Agent (as defined in
      Section 6 below) the certificate or certificates evidencing the shares of
      Stock being acquired by the Participant.  Any such shares may be
      held in book entry form directly registered with the transfer agent or in
      such other form as the Company may
determine.

            


    

    


    
      	
               
      

            	
              2.

            	
              Vesting and
      Reacquisition Right.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Vesting.  The
      Award shall be subject to vesting in accordance with the Vesting Schedule
      set forth on Exhibit A
      hereto.  Shares of Stock that have vested in accordance with the
      Vesting Schedule are “Vested Shares.”  Shares of Stock that have
      not vested are “Unvested Shares.”  Vesting is subject to the
      Participant’s continued Service.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Reacquisition
      Right.  The Company shall simultaneously with the
      termination of the Participant’s Service automatically reacquire for no
      consideration all of the Unvested Shares (the “Reacquisition Right”),
      unless the Company agrees to waive its Reacquisition Right as to some or
      all of the Unvested Shares.  Any such waiver shall be exercised
      by the Company by written notice to the Participant (with a copy to Escrow
      Agent) within ninety (90) days after the termination of Service, and
      Escrow Agent may then release to the Participant the number of Unvested
      Shares not being reacquired by the Company.  If the Company does
      not waive its Reacquisition Right as to all of the Unvested Shares, then
      upon such termination of Service, Escrow Agent shall transfer to the
      Company the number of Unvested Shares the Company is
      reacquiring.  The Reacquisition Right shall expire when all of
      the shares have become Vested Shares.  Notwithstanding the
      foregoing, if necessary to avoid a charge to earnings for financial
      accounting purposes, the Company shall not exercise its Reacquisition
      Right until at least six (6) months (or such other period required for
      financial accounting purposes) have elapsed following the Participant’s
      acquisition of the shares of Stock issued pursuant to this Award, unless
      otherwise determined by the Board.  In the event of a Change of
      Control or other change in the Company’s capital structure (as provided in
      Section 5 of the Plan), the Reacquisition Right may be assigned by the
      Company to the successor of the Company (or such successor’s parent
      corporation), if any, in connection with such transaction.  To
      the extent the Reacquisition Right remains in effect following such
      transaction, it shall apply to the new capital stock or other property
      received in exchange for the Stock under this Award in consummation of
      such transaction.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              3.

            	
              Definitions.  As
      used in this Agreement, the following terms shall have the meanings
      indicated unless the context requires a different
  meaning.

            


    

    


    (a)           Board.  The
“Board” shall mean the Board of Directors of the Company.

    


    (b)           Code.  “Code”
shall mean the Internal Revenue Code of 1986, as amended.

    


    (c)           Director.  “Director”
shall mean a member of the Board of Directors of the Company.

    


    
      	
               
      

            	
              (d)

            	
              Participating
      Company.  “Participating Company” shall mean (i) the
      Company, and (ii) any present or future parent and/or subsidiary
      corporation of the Company while such corporation is a parent or
      subsidiary of the Company.  For purposes of this Agreement, a
      parent corporation and a subsidiary corporation shall be as defined in
      Sections 424(e) and 424(f) of the
Code.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Participating Company
      Group.  “Participating Company Group” shall mean at any
      point in time all corporations collectively which are then a Participating
      Company.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Service.  “Service”
      means the Participant’s employment or service with the Participating
      Company Group as an employee or a consultant, whichever such capacity the
      Participant held on the Grant Date.  Unless otherwise determined
      by the Board, the Participant’s Service shall be deemed to have terminated
      if the Participant ceases to render service to the Participating Company
      Group in such initial capacity.  However, the Participant’s
      Service shall not be deemed to have terminated merely because of a change
      in the Participating Company for which the Participant renders such
      Service in such initial capacity, provided that there is no interruption
      or termination of the Participant’s Service.  Furthermore, the
      Participant’s Service shall not be deemed to have terminated if the
      Participant takes any bona fide leave of absence approved by the Company
      of ninety (90) days or less.  In the event of a leave in excess
      of ninety (90) days, the Participant’s Service shall be deemed to
      terminate on the ninety-first (91st) day of the leave unless the
      Participant’s right to return to Service is guaranteed by statute or
      contract.  Notwithstanding the foregoing, unless otherwise
      designated by the Company or required by law, a leave of absence shall not
      be treated as Service for purposes of determining vesting under this
      Agreement.  A Participant’s Service shall be deemed to have
      terminated either upon an actual termination of Service or upon the
      corporation for which the Participant performs Service ceasing to be a
      Participating Company.  Subject to the foregoing, the Board, in
      its discretion, shall determine whether the Participant’s Service has
      terminated and the effective date of such
  termination.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Superseding
      Agreement.  “Superseding Agreement” shall mean the Adobe
      Systems Incorporated Executive Severance Plan in the Event of a Change of
      Control and/or the individual written retention agreement in effect on the
      Grant Date between the Company and the Participant, to the extent
      applicable to the Participant.

            


    

    


    
      	
               
      

            	
              4.

            	
              Administration.  All
      questions of interpretation concerning this Agreement shall be determined
      by the Board and/or by a duly appointed committee of the Board having such
      powers as shall be specified by the Board.  Any reference herein
      to the Board shall also mean the committee if such committee has been
      appointed.  All determinations by the Board shall be final and
      binding upon all persons having an interest in this
    Agreement.

            


    

    


    
      	
               
      

            	
              5.

            	
              Rights as a
      Stockholder.  The Participant shall have no rights as a
      stockholder with respect to Unvested Stock. No adjustment shall be made
      for dividends or distributions or other rights for which the record date
      is prior to the date such Stock becomes Vested
  Stock.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              6.

            	
              Escrow of Unvested
      Shares.
      As security for the Participant’s faithful performance of the terms
      of this Agreement (including Section 2) and to insure the availability for
      delivery of the Participant’s Stock upon execution of the Reacquisition
      Right, the Participant agrees to the following “Joint Escrow” and “Joint
      Escrow Instructions,” and the Participant and the Company hereby authorize
      and direct the Corporate Secretary of the Company or the Corporate
      Secretary’s designee (“Escrow Agent”) to hold the documents delivered to
      Escrow Agent pursuant to the terms of this Agreement, in accordance with
      the following Joint Escrow
Instructions:

            


    

    


    
      	
               
      

            	
              (a)

            	
              As
      provided in Section 2 above, in the event of the termination of the
      Participant’s Service, the Company shall pursuant to the Reacquisition
      Right, automatically reacquire for no consideration all Unvested Shares,
      as of the date of such termination, unless the Company elects to waive
      such right as to some or all of the Unvested Shares.  If the
      Company elects to waive the Reacquisition Right, the Company will give the
      Participant and Escrow Agent a written notice specifying the number of
      Unvested Shares not to be reacquired. The Participant and the Company
      hereby irrevocably authorize and direct Escrow Agent to close the
      transaction contemplated by such notice as soon as practicable following
      the date of termination of Service in accordance with the terms of this
      Agreement and the notice of waiver, if
any.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Vested
      Shares shall be delivered to the Participant upon the Participant’s
      request given in the manner provided for in this Agreement for providing
      notice.

            


    

     

    
      	
               
      

            	
              (c)

            	
              At
      any closing involving the transfer or delivery of some or all of the
      property subject to the Agreement, Escrow Agent is directed (i) to
      date any stock assignments necessary for the transfer in question,
      (ii) to fill in the number of shares being transferred, and
      (iii) to deliver the same, together with the certificate, if any,
      evidencing the shares of Stock to be transferred, to the Participant or
      the Company, as applicable.

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      Participant irrevocably authorizes the Company to deposit with Escrow
      Agent the certificates, if any, evidencing shares of Stock to be held by
      Escrow Agent hereunder and any additions and substitutions to such shares
      as specified in this Agreement.  The Participant hereby
      irrevocably constitutes and appoints Escrow Agent as the Participant’s
      attorney-in-fact and agent for the term of this escrow to execute with
      respect to such securities and other property all documents of assignment
      and/or transfer and all stock certificates necessary or appropriate to
      make all securities negotiable and complete any transaction contemplated
      herein.

            


    

    


    
      	
               
      

            	
              (e)

            	
              This
      escrow shall terminate upon the expiration or application in full of the
      Reacquisition Right and the completion of the tasks contemplated by these
      Joint Escrow Instructions.

            


    

     

    
      	
               
      

            	
              (f)

            	
              If
      at the time of termination of this escrow, Escrow Agent should have in its
      possession any documents, securities, or other property belonging to the
      Participant, Escrow Agent shall deliver all of same to the Participant and
      shall be discharged of all further obligations
  hereunder.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Except
      as otherwise provided in these Joint Escrow Instructions, Escrow Agent’s
      duties hereunder may be altered, amended, modified, or revoked only by a
      writing signed by all of the parties
hereto.

            


    

     

    
      	
               
      

            	
              (h)

            	
              Escrow
      Agent shall be obligated only for the performance of such duties as are
      specifically set forth herein and may rely and shall be protected in
      relying or refraining from acting on any instrument reasonably believed by
      Escrow Agent to be genuine and to have been signed or presented by the
      proper party or parties or their assignees.  Escrow Agent shall
      not be personally liable for any act Escrow Agent may do or omit to
      do

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    hereunder
as Escrow Agent or as attorney-in-fact for the Participant while acting in good
faith and any act done or omitted by Escrow Agent pursuant to the advice of
Escrow Agent’s own attorneys shall be conclusive evidence of such good
faith.

     

    
      	
               
      

            	
              (i)

            	
              Escrow
      Agent is hereby expressly authorized to disregard any and all warnings
      given by any of the parties hereto or by any other person or corporation,
      excepting only orders, judgments, decrees or process of courts of law, and
      is hereby expressly authorized to comply with and obey orders, judgments,
      or decrees of any court.  In case Escrow Agent obeys or complies
      with any such order, judgment, or decree of any court, Escrow Agent shall
      not be liable to any of the parties hereto or to any other person, firm,
      or corporation by reason of such compliance, notwithstanding any such
      order, judgment, or decree being subsequently reversed, modified,
      annulled, set aside, vacated, or found to have been entered without
      jurisdiction.

            


    

     

    
      	
               
      

            	
              (j)

            	
              Escrow
      Agent shall not be liable in any respect on account of the identity,
      authority, or rights of the parties executing or delivering or purporting
      to execute or deliver this Agreement or any documents or papers deposited
      or called for hereunder.

            


    

    


    
      	
               
      

            	
              (k)

            	
              Escrow
      Agent shall not be liable for the outlawing of any rights under any
      statute of limitations with respect to these Joint Escrow Instructions or
      any documents deposited with Escrow
Agent.

            


    

    


    
      	
               
      

            	
              (l)

            	
              Escrow
      Agent’s responsibilities as Escrow Agent hereunder shall terminate if
      Escrow Agent shall cease to be the Secretary of the Company (or the
      Secretary’s designee, if applicable) or if Escrow Agent shall resign by
      written notice to each party.  In the event of any such
      termination, the Company may appoint any officer or assistant officer of
      the Company or any other person as successor Escrow Agent and the
      Participant hereby confirm the appointment of such successor or successors
      as the Participant’s attorney-in-fact and agent to the full extent of such
      successor Escrow Agent’s
appointment.

            


    

     

    
      	
               
      

            	
              (m)

            	
              If
      Escrow Agent reasonably requires other or further instruments in
      connection with these Joint Escrow Instructions or obligations in respect
      hereto, the necessary parties hereto shall join in furnishing such
      instruments.

            


    

     

    
      	
               
      

            	
              (n)

            	
              It
      is understood and agreed that should any dispute arise with respect to the
      delivery and/or ownership or right of possession of the securities, Escrow
      Agent is authorized and directed to retain in its possession without
      liability to anyone all or any part of such securities until such dispute
      shall have been settled either by mutual written agreement of the parties
      concerned or by a final order, decree, or judgment of a court of competent
      jurisdiction after the time for appeal has expired and no appeal has been
      perfected, but Escrow Agent shall be under no duty whatsoever to institute
      or defend any such proceedings.

            


    

     

    
      	
               
      

            	
              (o)

            	
              By
      signing this Agreement below Escrow Agent becomes a party hereto only for
      the purpose of the Joint Escrow Instructions; Escrow Agent does not become
      a party to any other rights and obligations of this Agreement apart from
      those in this Section 6.

            


    

     

    
      	
               
      

            	
              (p)

            	
              Escrow
      Agent shall be entitled to employ such legal counsel and other experts as
      Escrow Agent may deem necessary to properly advise Escrow Agent in
      connection with Escrow Agent’s obligations hereunder.  Escrow
      Agent may rely upon the advice of such counsel, and may pay such counsel
      reasonable compensation therefor.  The Company shall be
      responsible for all fees generated by such legal counsel in connection
      with Escrow Agent’s obligations
hereunder.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (q)

            	
              These
      Joint Escrow Instructions shall be binding upon and inure to the benefit
      of the parties hereto and their respective successors and permitted
      assigns.  It is understood and agreed that references to “Escrow
      Agent” herein refer to the original Escrow Agent and to any and all
      successor Escrow Agents.  It is understood and agreed that the
      Company may at any time or from time to time assign its rights under the
      Agreement and these Joint Escrow Instructions in whole or in
      part.

            


    

    


    
      	
               
      

            	
              7.

            	
              Legends.  The
      Participating Company Group may at any time place legends referencing the
      Reacquisition Right set forth in Section 2 above and any applicable
      federal and/or state securities restrictions on all certificates
      representing shares of Stock subject to the provisions of this
      Agreement.  The Participant shall, at the request of the
      Participating Company Group, promptly present to the Participating Company
      Group any and all certificates representing shares of Stock acquired under
      this Agreement in the possession of the Participant in order to effectuate
      the provisions of this Section.  Unless otherwise specified by
      the Participating Company Group, legends placed on such certificates may
      include but shall not be limited to the
  following:

            


    

    


    “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH
IN AN AGREEMENT BETWEEN THIS CORPORATION AND THE REGISTERED HOLDER, OR HIS OR
HER PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE
OF THE CORPORATION.”

    


    
      	
               
      

            	
              8.

            	
              Transfers in Violation
      of Agreement. The Participant’s Award and any Unvested Shares are
      not transferable, except by will or by the laws of descent and
      distribution. The Company shall not be required (a) to transfer on its
      books any shares of the Stock which shall have been sold or transferred in
      violation of any of the provisions set forth in this Agreement, or (b) to
      treat as owner of such shares or to accord the right to vote as such owner
      or to pay dividends to any transferee to whom any such shares shall have
      been so transferred.

            


    

    


    9.           Tax
Matters.

    


    
      	
               
      

            	
              (a)

            	
              Tax
      Consequences.
      The Participant acknowledges and agrees that the Participant has reviewed
      with the Participant’s own tax advisors the federal, state, local and
      foreign tax consequences of the Award and the transactions contemplated by
      this Agreement, or has knowingly and voluntarily declined to do
      so.  The Participant shall rely solely on such advisors and not
      on any statements or representations of the Company or any of its
      agents.  The Participant understands that the Participant (and
      not the Company) shall be responsible for the Participant’s own tax
      liability that may arise as a result of the Award or the transactions
      contemplated by this Agreement.  The Participant acknowledges
      that the Participant shall be solely responsible for making any filings or
      elections, including any election under Section 83(b) of the Code, even if
      the Participant requests the Company or its representatives to make any
      filing on the Participant’s behalf.

            


    

    


    
      	
               
      

            	
              (b)

            	
              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”), the Participant
      acknowledges that the ultimate liability for all Tax-Related Items legally
      due by the Participant is and remains the Participant’s 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 this Agreement, the subsequent sale
      of the Stock, or the receipt of any dividends, and (ii) do not commit to
      structure the terms of the grant or any other aspect of this Agreement to
      reduce or eliminate the Participant’s liability for Tax-Related Items. At
      the time the Participant vests in the Stock or at any other time as
      reasonably requested by the Company or the Participating Company Group,
      the Participant shall pay or make adequate arrangements satisfactory to
      the Participating Company Group to satisfy
all

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    withholding
obligations of the Participating Company Group. In this regard, the Participant
hereby authorizes the withholding of that number of whole vested shares
otherwise deliverable to the Participant pursuant to this Agreement having a
fair market value not in excess of the amount of the Tax-Related Items
determined by the applicable minimum statutory rates. In no event may shares of
Stock be withheld with a value exceeding the minimum amount of tax required to
be withheld by law. Finally, the Participant 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 the Participant’s participation in the Plan that cannot be
satisfied by the means previously described. The Participant expressly
acknowledges and agrees that the Company may withhold from any compensation paid
to the Participant by the Company in partial or full satisfaction of the
withholdings contemplated by this Section.

    


    10.           Acknowledgement. By
accepting this Agreement, the Participant acknowledges 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
      Board at any time, unless otherwise provided in the Plan and this
      Agreement;

            


    

    


    
      	
               
      

            	
              (b)

            	
              this
      grant 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 Board;

            


    

    


    
      	
               
      

            	
              (d)

            	
              the
      Participant’s 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 the Participant’s employment relationship at
      any time, with or without cause;

            


    

    


    (e)           the
Participant is voluntarily participating in the Plan;

    


    
      	
               
      

            	
              (f)

            	
              this
      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 the Participant is not an employee of the Company, this
      Agreement will not be interpreted to form an employment contract or
      relationship with the Company; and furthermore, this Agreement will not be
      interpreted to form an employment contract with the other members of the
      Participating Company Group;

            


    

    


    (h)           the
future value of the Stock is unknown and cannot be predicted with certainty;
and

    


    
      	
               
      

            	
              (i)

            	
              no
      claim or entitlement to compensation or damages arises from termination of
      this Award or diminution in value of the Stock issued resulting from
      termination of the Participant’s Service with the Company or the
      Participating Company Group (for any reason whether or not in breach of
      applicable labor laws), and the Participant irrevocably releases 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 accepting this
      Agreement, the Participant shall be deemed irrevocably to have waived the
      Participant’s entitlement to pursue such a
  claim.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              11.

            	
              Delivery of Documents
      and Notices.  Any document relating to participating in
      the Plan and/or notice required or permitted hereunder shall be given in
      writing and shall be deemed effectively given (except to the extent that
      this 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 the Participant by 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 documents, which may
      include but do not necessarily include: the Plan prospectus, this
      Agreement and U.S. financial reports of the Company, may be delivered to
      the Participant electronically.  In addition, the Participant
      may deliver electronically any notices called for by this
      Agreement.  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 Board’s discretion.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Consent to Electronic
      Delivery.  The Participant acknowledges and consents to
      the electronic delivery of the Plan documents and notice pursuant to this
      Agreement.  The Participant acknowledges that he or she may
      receive from the Company a paper copy of any documents delivered
      electronically at no cost if the Participant contacts the Company by
      telephone, through a postal service or electronic mail at
      equity@adobe.com.  The Participant further acknowledges that the
      Participant will be provided with a paper copy of any documents delivered
      electronically if electronic delivery fails; similarly, the Participant
      understands that the Participant must provide the Company or any
      designated third party with a paper copy of any documents delivered
      electronically if electronic delivery fails.  Also, the
      Participant understands that the Participant’s consent may be revoked or
      changed, including any change in the electronic mail address to which
      documents are delivered (if Participant has 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.

            


    

    


    
      	
               
      

            	
              12.

            	
              Successors and
      Assigns.  This Agreement shall inure to the benefit of
      the successors and assigns of the Company and, subject to the restrictions
      on transfer herein set forth, be binding upon Participant, his or her
      heirs, executors, administrators, successors and
  assigns.

            


    

    


    
      	
               
      

            	
              13.

            	
              Securities Law
      Compliance. The grant and issuance of the Stock under this Award
      shall be subject to compliance with all applicable requirements of
      federal, state or foreign law with respect to such securities. The
      Participant may not be issued any shares of Stock if such issuance 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, the Participant may not be issued any shares of Stock unless
      (i) a registration statement under the Securities Act shall at the time of
      issuance be in effect with respect to the shares or (ii) in the opinion of
      legal counsel to the Company, the shares 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 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 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 this
      Agreement, the Company may require the Participant 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.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              14.

            	
              Data Privacy
      Consent.  The Participant hereby explicitly and
      unambiguously consents to the collection, use and transfer, in electronic
      or other form, of the Participant’s 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 the
      Participant’s participation in the
Plan.

            


    

    


    The
Participant understands that the Company and the Participating Company Group
hold certain personal information about the Participant, including, but not
limited to, the Participant’s 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 any entitlement to shares of Stock awarded, canceled,
exercised, vested, unvested or outstanding in the Participant’s favor, for the
purpose of implementing, administering and managing the Plan
(“Data”).  The Participant understands that Data may be transferred to
any third parties assisting in the implementation, administration and management
of the Plan, that these recipients may be located in the Participant’s country
or elsewhere, and that the recipient’s country may have different data privacy
laws and protections than the Participant’s country.  The Participant
understands that he or she may request a list with the names and addresses of
any potential recipients of the Data by contacting the Participant’s local human
resources representative.  The Participant authorizes the recipients
to receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing the
Participant’s participation in the Plan.  The Participant understands
that Data will be held only as long as is necessary to implement, administer and
manage the Participant’s participation in the Plan.  The Participant
understands that he or she 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 the Participant’s local human resources
representative.  The Participant understands, however, that refusing
or withdrawing the Participant’s consent may affect the Participant’s ability to
participate in the Plan.  For more information on the consequences of
the Participant’s refusal to consent or withdrawal of consent, the Participant
understands that he or she may contact the Participant’s local human resources
representative.

    


    
      	
               
      

            	
              15.

            	
              Integrated
      Agreement.  This Agreement, together with the Superseding
      Agreement, if any, and the Plan constitutes the entire understanding and
      agreement of the Participant and the Participating Company Group with
      respect to the subject matter contained herein and supersedes any prior
      agreements, understandings, restrictions, representations, or warranties
      among the Participant and the Participating Company Group with respect to
      such subject matter other than those as set forth or provided for
      herein.  In the event of any conflict between the provisions of
      this Agreement and those of the Plan, the provisions of the Plan shall
      control.  In the event of any conflict between the provisions of
      this Agreement and/or the Plan and the provisions of the Superseding
      Agreement, the Superseding Agreement shall
  control.

            


    

    


    
      	
               
      

            	
              16.

            	
              Applicable Law and
      Venue.  This 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. For purposes of litigating any dispute that arises
      directly or indirectly from the relationship of the parties as evidenced
      by this Agreement, the parties herby submit to and consent to the
      jurisdiction of the State of California and agree that such litigation
      shall be conducted only in the courts of Santa Clara County, California,
      or the federal courts of the United States for the Northern District of
      California, and no other courts, where this Agreement is made and/or
      performed.

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              17.

            	
              Application of Code
      Section 409A.  Notwithstanding
      any other provision of this Agreement, to the extent that (i) one or more
      of the payments or benefits received or to be received by the Participant
      pursuant to this Agreement would constitute deferred compensation subject
      to the requirements of Code Section 409A, and (ii) the Participant is a
      “specified employee” within the meaning of Code Section 409A, then such
      payment or benefit (or portion thereof) will be delayed until the earliest
      date following the Participant’s “separation from service” with the
      Participating Company Group within the meaning of Code Section 409A on
      which the Company can provide such payment or benefit to the Participant
      without the Participant’s incurrence of any additional tax or interest
      pursuant to Code Section 409A, with all payments or benefits due
      thereafter occurring in accordance with the original
      schedule.  In addition, this Award and the payments and benefits
      to be provided hereunder are intended to comply in all respects with the
      applicable provisions of Code Section
409A.

            


    

    


    


    


    


    
      	
              ADOBE
      SYSTEMS INCORPORATED

            	 
      	
              ESCROW
      AGENT

            
	 	 	 
	 	 	 
	
              By:
      _______________________

            	 
      	
              By:
      ­­­­­__________________________________

            
	
                    Shantanu
      Narayen

            	 
      	
              [Designee
      of Corporate Secretary]

            
	
               
      Chief Executive Officer

            	 
      	
              [Title]

            
	
               
      Adobe Systems Incorporated

            	 
      	
              Adobe
      Systems Incorporated

            
	 	 	 
	
               
      Address:        345 Park
      Avenue

            	 
      	
              Address:        345
      Park Avenue

            
	
                   
      San Jose, CA 95110-2704

            	 
      	
              San Jose, CA
      95110-2704

            


    

    


    


    


    The
Participant represents that he or she is familiar with the terms and provisions
of this Agreement and hereby accepts the Stock subject to all of the terms and
provisions thereof.  The Participant hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Board upon
any questions arising under this Agreement.

    



    
      
         


      

      
        9