ex10_61.htm


    Exhibit
10.61

    Adobe
Systems Incorporated

    Amended
and Restated 2003 Equity Incentive Plan

     

    Restricted
Stock Unit Grant Notice

     

    (Director)

     

    Adobe
Systems Incorporated (the “Company”),
pursuant to its Amended and Restated 2003 Equity Incentive Plan (the “Plan”),
hereby awards to Participant the Restricted Stock Unit Award (the “Award”)
covering the number of Restricted Stock Units set forth below.  This
Award is subject to all of the terms and conditions as set forth herein and in
the Restricted Stock Unit Award Agreement (the “Award
Agreement”) and the Plan, each of which are attached hereto and
incorporated herein in their entirety.  Unless otherwise defined
herein, capitalized terms shall have the meanings set forth in the Plan or the
Program, as applicable.

     

    
      	
              Participant:

            	
              %%FIRST_NAME%-%
      %%LAST_NAME%-%

            	 


    

    
      	
              Date
      of Grant:

            	
              %%OPTION_DATE,’Month
      DD, YYYY’%-%

            	 


    

    
      	
              Vesting
      Commencement Date:

            	
              %%VEST_BASE_DATE,’Month
      DD, YYYY%-%

            	 


    

    
      	
              Number
      of Restricted Stock Units:

            	
              %%TOTAL_SHARES_GRANTED%-%

            	 


    

    
      	
              Payment
      for Stock:

            	
              Participant’s services
      to the Company (to the greatest extent permitted by applicable
      law)

            	 


    

    


     

    Vesting
Schedule:  This Award shall vest as to twenty-five percent of
the Restricted Stock Units on the first (1st)
anniversary of the Vesting Commencement Date and the remaining seventy-five
percent of the Restricted Stock Units shall vest annually on each anniversary of
the Vesting Commencement Date thereafter, so that the Restricted Stock Units are
fully vested on the fourth anniversary of  the Vesting Commencement
Date; provided,
however, that the Participant’s Service has not terminated prior to each
such vesting date.

     

    In the
event of a Change of Control, any unvested portions of this Award shall become
immediately vested in full as of immediately prior to the effective date of the
Change of Control, subject to the consummation of the Change of
Control.

     

    Delivery
Schedule:  Except as otherwise provided in Section 5 of the
Award Agreement, the Company shall deliver on each vesting date one share of
Stock for each Restricted Stock Unit that vests on such date, less any shares to
be withheld pursuant to Section 11 of the Award Agreement.

     

    Additional
Terms/Acknowledgements:  The undersigned Participant
acknowledges receipt of, and understands and agrees to, this Grant Notice, the
Award Agreement, and the Plan.  Participant further acknowledges that
as of the Date of Grant, this Grant Notice, the Award Agreement, and the Plan
set forth the entire understanding between Participant and the Company regarding
the Award and supersede all prior oral and written agreements on that
subject.

    


    
      	
              ADOBE
      SYSTEMS INCORPORATED:

               

               

            
	
              By:_______________

            
	
              Shantanu
      Narayen

            
	
              Title:Chief
      Executive Officer

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Adobe
Systems Incorporated

    Amended
and Restated 2003 Equity Incentive Plan

    Restricted
Stock Unit Award Agreement

    


    (Director)

     

    Pursuant
to the Grant Notice (“Grant
Notice”) and this Award Agreement (“Award
Agreement”), Adobe Systems Incorporated (the “Company”)
has awarded you, pursuant to its Amended and Restated 2003 Equity Incentive Plan
(the “Plan”), a
Restricted Stock Unit Award for that number of Restricted Stock Units as
indicated in the Grant Notice. Unless otherwise defined herein or the Grant
Notice, capitalized terms shall have the meanings set forth in the Plan. Subject
to adjustment and the terms and conditions as provided herein and in the Plan,
each Restricted Stock Unit shall represent the right to receive one (1) share of
Stock.

    


    The
details of your Award, in addition to those set forth in the Grant Notice, are
as follows.

    


    
      	
              1.  

            	
              Number
      of Stock Units and Shares of Stock.

            


    

    


    
      	
              (a)  

            	
              The
      number of Restricted Stock Units subject to your Award and the number of
      shares of Stock deliverable with respect to such Restricted Stock Units
      will be adjusted from time to time for capitalization adjustments as
      described in the Plan. You shall receive no benefit or adjustment to your
      Award with respect to any cash dividend or other distribution that does
      not result in a capitalization adjustment pursuant to the Plan; provided, however, that
      this sentence shall not apply with respect to any shares of Stock that are
      subject to your Award after such shares have been delivered to
      you.

            


    

    


    
      	
              (b)  

            	
              Any
      additional Restricted Stock Units, shares of Stock, cash or other property
      that become subject to the Award pursuant to this Section 1 shall be
      subject, in a manner determined by the Board, to the same forfeiture
      restrictions, restrictions on transferability, and time and manner of
      delivery as applicable to the other Restricted Stock Units and shares of
      Stock covered by your Award.

            


    

    


    
      	
              (c)  

            	
              Notwithstanding
      the provisions of this Section 1, no fractional Restricted Stock Units or
      rights for fractional shares of Stock shall be created pursuant to this
      Section 1. The Board shall, in its discretion, determine an equivalent
      benefit for any fractional Restricted Stock Units or fractional shares
      that might be created by the adjustments referred to in this Section
      1.

            


    

    


    
      	
              2.  

            	
              Payment
      by You. Except as otherwise provided in the Grant Notice, this
      Award has been granted in consideration of your services to the Company
      (or any other Participating Company, as applicable). Subject to Section 11
      below, and except as otherwise provided in the Grant Notice, you will not
      be required to make any payment to the Company (other than your past and
      future services with the Company (or any other Participating Company, as
      applicable)) with respect to your receipt of the Award, the vesting of the
      Restricted Stock Units, or the delivery of the shares of Stock underlying
      the Restricted Stock Units.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              3.  

            	
              Vesting.

            


    

    


    
      	
              (a)  

            	
              The
      Restricted Stock Units shall vest, if at all, as provided in the Vesting
      Schedule set forth in your Grant Notice and the Plan, provided that
      vesting shall cease upon the termination of your
  Service.

            


    

    


    
      	
              (b)  

            	
              The
      determination that your Service was terminated shall be made by the
      Company (or any Participating Company, as applicable) in its sole
      discretion. Any such determination by the Company (or any Participating
      Company, as applicable) for the purposes of this Award Agreement shall
      have no effect upon any determination of the rights or obligations of you
      or the Company (or any Participating Company, as applicable) for any other
      purpose.

            


    

    


    
      	
              4.  

            	
              Distribution
      of Shares of Stock. Subject to the provisions of this Award
      Agreement (including Sections 5 and 11 below) and the Plan, the Company
      shall deliver to you on the applicable vesting date one (1) share of Stock
      for each Restricted Stock Unit that vests on such
  date.

            


    

    


    
      	
              5.  

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

            


    

    


    
      	
              6.  

            	
              Securities
      Law Compliance. The grant of your Award and the issuance of any
      shares of Stock thereunder shall be subject to compliance with all
      applicable requirements of federal, state or foreign law with respect to
      such securities. You may not be issued any shares of Stock 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, you 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
      Award, the Company may require you to satisfy any qualifications that may
      be necessary or appropriate, to evidence compliance with any applicable
      law or regulation and to make any representation or warranty with respect
      thereto as may be requested by the
Company.

            


    

    


    
      	
              7.  

            	
              Restrictive
      Legends.
      The shares of Stock issued pursuant to this Award shall be endorsed
      with appropriate legends, if any, determined by the
    Company.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              8.  

            	
              Transfer
      Restrictions. Prior to the time
      that shares of Stock have been delivered to you pursuant to this Award,
      you may not transfer, pledge, sell or otherwise dispose of such shares.
      For example, you may not use shares that may be issued in respect of your
      Restricted Stock Units as security for a loan, nor may you transfer,
      pledge, sell or otherwise dispose of such shares. This restriction on
      transfer will lapse upon delivery to you of shares in respect of your
      vested Restricted Stock Units. Your Award is not transferable, except by
      will or by the laws of descent and distribution, unless otherwise required
      by applicable law. Notwithstanding the foregoing, by delivering written
      notice to the Company, in a form satisfactory to the Company, you may
      designate a third party who, in the event of your death, shall thereafter
      be entitled to receive any distribution of Stock pursuant to this Award
      Agreement.

            


    

    


    
      	
              9.  

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

            


    

    


    
      	
              10.  

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

            


    

    


    
      	
              11.  

            	
              Withholding
      Obligations.  Regardless of any
      action taken by the Company or the Participating Company Group with
      respect to any or all income, employment, social insurance, or payroll
      taxes, payment on account or other tax-related withholding (“Tax-Related
      Items”),
      you acknowledge that the ultimate liability for all Tax-Related Items
      legally due by you is and remains your responsibility and that the Company
      and Participating Company Group (i) make no representations or
      undertakings regarding the treatment of any Tax-Related Items in
      connection with any aspect of your Award, the subsequent sale of shares
      acquired pursuant to this Award, or the receipt of any dividends and (ii)
      do not commit to structure the terms of the grant or any other aspect of
      your Award to reduce or eliminate your liability for Tax-Related Items. At
      the time you vest in this Award, at the time you receive a distribution of
      shares of Stock pursuant to this Award, or at any other time as reasonably
      requested by the Company or the Participating Company Group, you shall pay
      or make adequate arrangements satisfactory to the Participating Company
      Group to satisfy all withholding obligations of the Participating Company
      Group. In this regard, at the time you vest in and/or receive a
      distribution of shares of Stock pursuant to this Award, or at any other
      time as reasonably requested by the Company or the Participating Company
      Group, you hereby authorize the withholding of that number of whole vested
      shares otherwise deliverable to you pursuant to this Award Agreement
      having a fair market value not in excess of the amount of the
      Tax-

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    Related
Items determined by the applicable minimum statutory rates. In no event may
shares of Stock shall be withheld with a value exceeding the minimum amount of
tax required to be withheld by law. Finally, you shall pay to the Company or
Participating Company Group (as applicable) any amount of the Tax-Related Items
that the Company or the Participating Company Group may be required to withhold
as a result of your participation in the Plan that cannot be satisfied by the
means previously described. You expressly acknowledge and agree that the Company
may withhold from any compensation paid to you by the Company in partial or full
satisfaction of the withholdings contemplated by this Section 11. The Company
and the Participating Company Group shall have no obligation to deliver shares
of Stock until you have satisfied the obligations in connection with the
Tax-Related Items as described in this section.

    


    
      	
              12.  

            	
              Nature
      of Award. In accepting your Award, you acknowledge
      that:

            


    

    


    
      	
              (a)  

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

            


    

    


    
      	
              (b)  

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

            


    

    


    
      	
              (c)  

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

            


    

    


    
      	
              (d)  

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

            


    

    


    
      	
              (e)  

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

            


    

    


    
      	
              (h)  

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

            


    

    


    
      	
              (i)  

            	
              no
      claim or entitlement to compensation or damages arises from termination of
      your Award or diminution in value of your Award or shares of Stock issued
      pursuant to your Award resulting from termination of your Service with the
      Company or the Participating Company Group (for any reason whether or not
      in

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    breach of
applicable labor laws), and you irrevocably release the Company and the
Participating Company Group from any such claim that may arise. If,
notwithstanding the foregoing, any such claim is found by a court of competent
jurisdiction to have arisen then, by executing the Grant Notice, you shall be
deemed irrevocably to have waived your entitlement to pursue such a
claim.

    


    
      	
              13.  

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

            


    

    


    
      	
              (a)  

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

            


    

    


    
      	
              (b)  

            	
              Consent to Electronic Delivery.
      You acknowledge that you have read Section 13 of this Award
      Agreement and consent to the electronic delivery of the Plan and Program
      documents, as described in this Section 13. You acknowledge that you may
      receive from the Company a paper copy of any documents delivered
      electronically at no cost if you contact the Company by telephone, through
      a postal service or electronic mail at equity@adobe.com. You further
      acknowledge that you will be provided with a paper copy of any documents
      delivered electronically if electronic delivery fails; similarly, you
      understand that you must provide the Company or any designated third party
      with a paper copy of any documents delivered electronically if electronic
      delivery fails. Also, you understand that your consent may be revoked or
      changed, including any change in the electronic mail address to which
      documents are delivered (if you have provided an electronic mail address),
      at any time by notifying the Company of such revised or revoked consent by
      telephone, postal service or electronic mail at equity@adobe.com. Finally,
      you understand that you are not required to consent to electronic
      delivery.

            


    

    


    
      	
              14.  

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

            


    

    


    You
understand that the Company and the Participating Company Group hold certain
personal information about you, including, but not limited to, your name, home
address and telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any shares of Stock or
directorships


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


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

    


    
      	
              15.  

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

            


    

    


    
      	
              16.  

            	
              Miscellaneous.

            


    

    


    
      	
              (a)  

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

            


    

    


    
      	
              (b)  

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

            


    

    


    
      	
              (c)  

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

            


    

    


    
      	
              17.  

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

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
              18.  

            	
              Applicable
      Law and Venue.  This Award Agreement shall be governed by
      the laws of the State of California as such laws are applied to agreements
      between California residents entered into and to be performed entirely
      within the State of California.  For purposes of litigating any
      dispute that arises directly or indirectly from the relationship of the
      parties as evidenced by this Award 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 Award
      Agreement is made and/or performed.

            


    

    



    
      
         


      

      
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