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Exhibit 10.5    
    


 
 

ADOBE SYSTEMS INCORPORATED
  1997 EMPLOYEE STOCK PURCHASE PLAN
  (as amended by the Board through November 9, 2007)    



        1.    Purpose and Term of Plan.    


                        1.1    Purpose.    The purpose of the Adobe Systems Incorporated 1997 Employee Stock Purchase Plan (the
"Plan") is to provide Eligible Employees of the Participating Company Group with an opportunity to acquire a proprietary interest in the Company through the purchase of Stock. The Company intends that
the Plan qualify as an "employee stock purchase plan" under Section 423 of the Code (including any amendments or replacements of such section), and the Plan shall be so construed. 


                        1.2    Term of Plan.    The Plan shall continue in effect until the earlier of its termination by the
Board or the date on which all of the shares of Stock available for issuance under the Plan have been issued. 


        2.    Definitions and Construction.    


                        2.1    Definitions.    Any term not expressly defined in the Plan but defined for purposes of
Section 423 of the Code shall have the same definition herein. Whenever used herein, the following terms shall have their respective meanings set forth below: 


                                (a)    "Board" means the Board of Directors of the Company. If one or more Committees have been appointed by the
Board to administer the Plan, "Board" also means such Committee(s). 


                                (b)    "Code" means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated
thereunder. 


                                (c)    "Committee" means a committee of the Board duly appointed to administer the Plan and having such powers as
shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without
limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law. 


                                (d)    "Company" means Adobe Systems Incorporated, a Delaware corporation, or any successor corporation thereto. 


                                (e)    "Compensation" means, with respect to any Offering Period, base wages or salary, overtime, bonuses,
commissions, shift differentials, payments for paid time off, payments in lieu of notice, and compensation deferred under any program or plan, including, without limitation, pursuant to
Section 401(k) or Section 125 of the Code. Compensation shall be limited to amounts actually payable in cash or deferred during the Offering Period. 


                                Compensation
shall not include moving allowances, payments pursuant to a severance agreement, termination pay, relocation payments, sign-on bonuses, any
amounts directly or indirectly paid pursuant to the Plan or any other stock purchase or stock option plan, or any other compensation not included above. 


                                (f)    "Eligible Employee" means an Employee who meets the requirements set forth in Section 5 for
eligibility to participate in the Plan. 


                                (g)    "Employee" means a person treated as an employee of a Participating Company for purposes of
Section 423 of the Code. A Participant shall be deemed to have ceased to be an Employee either upon an actual termination of employment or upon the corporation employing the Participant ceasing
to be a Participating Company. For purposes of the Plan, an individual shall not be deemed to have ceased to be an Employee while such individual is on a bona fide leave of absence approved by the
Company of ninety (90) days or less. In the event an individual's leave of absence 







 



exceeds
ninety (90) days, the individual shall be deemed to have ceased to be an Employee on the ninety-first (91st) day of such leave unless the individual's right to reemployment with the
Participating Company Group is guaranteed either by statute or by contract. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has
ceased to be an Employee and the effective date of such individual's employment or termination of employment, as the case may be. All such determinations by the Company shall be, for purposes of an
individual's participation in or other rights under the Plan as of the time of the Company's determination, final, binding and conclusive, notwithstanding that the Company or any governmental agency
subsequently makes a contrary determination. 


                                (h)    "Fair Market Value" means, as of any date, if there is then a public market for the Stock, the closing
sale price of a share of Stock (or the mean of the closing bid and asked prices if the Stock is so quoted instead) as quoted on the Nasdaq Global Select Market, the Nasdaq Small-Cap Market
or such other national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street
Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market
system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be
determined by the Board, in its sole discretion. If there is then no public market for the Stock, the Fair Market Value on any relevant date shall be as determined by the Board without regard to any
restriction other than a restriction which, by its terms, will never lapse. 


                                (i)    "Offering" means an offering of Stock as provided in Section 6. 


                                (j)    "Offering Date" means, for any Offering Period, the first day of such Offering Period. 


                                (k)    "Offering Period" means a period established in accordance with Section 6.1. 


                                (l)    "Parent Corporation" means any present or future "parent corporation" of the Company, as defined in
Section 424(e) of the Code. 


                                (m)    "Participant" means an Eligible Employee who has become a participant in an Offering Period in accordance
with Section 7 and remains a participant in accordance with the Plan. 


                                (n)    "Participating Company" means the Company or any Parent Corporation or Subsidiary Corporation designated
by the Board as a corporation the Employees of which may, if Eligible Employees, participate in the Plan. The Board shall have the sole and absolute discretion to determine from time to time which
Parent Corporations or Subsidiary Corporations shall be Participating Companies. 


                                (o)    "Participating Company Group" means, at any point in time, the Company and all other corporations
collectively which are then Participating Companies. 


                                (p)    "Purchase Date" means, for any Purchase Period, the last day of such period. 


                                (q)    "Purchase Period" means a period established in accordance with Section 6.2. 


                                (r)    "Purchase Price" means the price at which a share of Stock may be purchased under the Plan, as determined
in accordance with Section 9. 


                                (s)    "Purchase Right" means an option granted to a Participant pursuant to the Plan to purchase such shares of
Stock as provided in Section 8, which the Participant may or may not exercise during the Offering Period in which such option is outstanding. Such option arises from the right of a Participant
to withdraw any accumulated payroll deductions of the Participant not previously applied to the purchase of Stock under the Plan and to terminate participation in the Plan at any time during an
Offering Period. 


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                                (t)    "Stock" means the common stock of the Company, as adjusted from time to time in accordance with
Section 4.2. 


                                (u)    "Subscription Agreement" means a written agreement in such form as specified by the Company, stating an
Employee's election to participate in the Plan and authorizing payroll deductions under the Plan from the Employee's Compensation. 


                                (v)    "Subscription Date" means the last business day prior to the Offering Date of an Offering Period or such
earlier date as the Company shall establish. 


                                (w)    "Subsidiary Corporation" means any present or future "subsidiary corporation" of the Company, as defined
in Section 424(f) of the Code. 


                        2.2    Construction.    Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use
of the term "or" is not intended to be exclusive, unless the context clearly requires otherwise. 


        3.    Administration.    


                        3.1    Administration by the Board.    The Plan shall be administered by the Board, including any duly
appointed Committee of the Board. All questions of interpretation of the Plan, of any form of agreement or other document employed by the Company in the administration of the Plan, or of any Purchase
Right shall be determined by the Board and shall be final and binding upon all persons having an interest in the Plan or the Purchase Right. Subject to the provisions of the Plan, the Board shall
determine all of the relevant terms and conditions of Purchase Rights granted pursuant to the Plan; provided, however, that all Participants granted Purchase Rights pursuant to the Plan shall have the
same rights and privileges within the meaning of Section 423(b)(5) of the Code to the extent required by applicable law. All expenses incurred in connection with the administration of the Plan
shall be paid by the Company. 


                        3.2    Authority of Officers.    Any officer of the Company shall have the authority to act on behalf
of the Company with respect to any matter, right, obligation, determination or election that is the responsibility of or that is allocated to the Company herein, provided that the officer has apparent
authority with respect to such matter, right, obligation, determination or election. 


                        3.3    Policies and Procedures Established by the Company.    The Company may, from time to time,
consistent with the Plan and the requirements of Section 423 of the Code, establish, change or terminate such rules, guidelines, policies, procedures, limitations, or adjustments as deemed
advisable by the Company, in its sole discretion, for the proper administration of the Plan, including, without limitation, (a) a minimum payroll deduction amount required for participation in
an Offering, (b) a limitation on the frequency or number of changes permitted in the rate of payroll deduction during an Offering, (c) an exchange ratio applicable to amounts withheld in
a currency other than United States dollars, (d) a payroll deduction greater than or less than the amount designated by a Participant in order to adjust for the Company's delay or mistake in
processing a Subscription Agreement or in otherwise effecting a Participant's election under the Plan or as advisable to comply with the requirements of Section 423 of the Code, and
(e) determination of the date and manner by which the Fair Market Value of a share of Stock is determined for purposes of administration of the Plan. 



        4.    Shares Subject to Plan.    


                        4.1    Maximum Number of Shares Issuable.    Subject to adjustment as provided in Section 4.2,
and effective upon approval by the stockholders of the Company, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be seventy-six million (76,000,000)
and shall consist of authorized but unissued or reacquired shares of Stock, or any combination thereof. If an outstanding Purchase Right for any reason expires or is terminated or canceled, the shares
of 


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Stock
allocable to the unexercised portion of such Purchase Right shall again be available for issuance under the Plan. 


                        4.2    Adjustments for Changes in Capital Structure.    In the event of any stock dividend, stock
split, reverse stock split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, or in the event of any merger (including a merger effected for
the purpose of changing the Company's domicile), sale of assets or other reorganization in which the Company is a party, appropriate adjustments shall be made in the number and class of shares subject
to the Plan and each Purchase Right and in the Purchase Price. If a majority of the shares which are of the same class as the shares that are subject to outstanding Purchase Rights are exchanged for,
converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the "New Shares"), the Board
may unilaterally amend the outstanding Purchase Rights to provide that such Purchase Rights are exercisable for New Shares. In the event of any such amendment, the number of shares subject to, and the
Purchase Price of, the outstanding Purchase Rights shall be adjusted in a fair and equitable manner, as determined by the Board, in its sole discretion. Notwithstanding the foregoing, any fractional
share resulting from an adjustment pursuant to this Section 4.2 shall be rounded down to the nearest whole number, and in no event may the Purchase Price be decreased to an amount less than the
par value, if any, of the stock subject to the Purchase Right. The adjustments determined by the Board pursuant to this Section 4.2 shall be final, binding and conclusive. 


        5.    Eligibility.    


                        5.1    Employees Eligible to Participate.    Each Employee of a Participating Company is eligible to
participate in the Plan and shall be deemed an Eligible Employee, except the following: 


                                (a)    Any
Employee who is customarily employed by the Participating Company Group for less than twenty (20) hours per week; or 


                                (b)    Any
Employee who is customarily employed by the Participating Company Group for not more than five (5) months in any calendar year. 


                        5.2    Exclusion of Certain Stockholders.    Notwithstanding any provision of the Plan to the contrary,
no Employee shall be granted a Purchase Right under the Plan if, immediately after such grant, such Employee would own or hold options to purchase stock of the Company or of any Parent Corporation
or Subsidiary Corporation possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of such corporation, as determined in accordance with
Section 423(b)(3) of the Code. For purposes of this Section 5.2, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of such
Employee. 


        6.    Offerings.    


                        6.1    Offering Periods.    Except as otherwise set forth below, the Plan shall be implemented by
Offerings of approximately twenty-four (24) months duration or such other duration as the Board shall determine. Offering Periods shall commence on or about January 1 and
July 1 of each year and end on or about the second December 31 and June 30, respectively, occurring thereafter. Notwithstanding the foregoing, the Board may establish a different
duration for one or more future Offering Periods or different commencing or ending dates for such Offering Periods; provided, however, that no Offering Period may have a duration exceeding
twenty-seven (27) months. If the first or last day of an Offering Period is not a day on which the national securities exchanges or Nasdaq Global Select Market are open for trading, the Company
shall specify the trading day that will be deemed the first or last day, as the case may be, of the Offering Period. 


                        6.2    Purchase Periods.    Each Offering Period shall consist of four (4) consecutive Purchase
Periods of approximately six (6) months duration, or such other number or duration as the Board shall determine. A Purchase Period commencing on or about January 1 shall end on or about 


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the
next June 30. A Purchase Period commencing on or about July 1 shall end on or about the next December 31. Notwithstanding the foregoing, the Board may establish a different
duration for one or more future Purchase Periods or different commencing or ending dates for such Purchase Periods. If the first or last day of a Purchase Period is not a day on which the national
securities exchanges or Nasdaq Global Select Market are open for trading, the Company shall specify the trading day that will be deemed the first or last day, as the case may be, of the Purchase
Period. 


        7.    Participation in the Plan.    


                        7.1    Initial Participation.    An Eligible Employee may become a Participant in an Offering Period by
delivering a properly completed Subscription Agreement to the office designated by the Company not later than the close of business for such office on the Subscription Date established by the Company
for such Offering Period. An Eligible Employee who does not deliver a properly completed Subscription Agreement to the Company's designated office on or before the Subscription Date for an Offering
Period shall not participate in the Plan for that Offering Period or for any subsequent Offering Period unless such Eligible Employee subsequently delivers a properly completed Subscription Agreement
to the appropriate office of the Company on or before the Subscription Date for such subsequent Offering Period. An Employee who becomes an Eligible Employee on or after the Offering Date of an
Offering Period shall not be eligible to participate in such Offering Period but may participate in any subsequent Offering Period provided such Employee is still an Eligible Employee as of the
Offering Date of such subsequent Offering Period. 


                        7.2    Continued Participation.    A Participant shall automatically participate in the next Offering
Period commencing immediately after the final Purchase Date of each Offering Period in which the Participant participates provided that such Participant remains an Eligible Employee on the Offering
Date of the new Offering Period and has not either (a) withdrawn from the Plan pursuant to Section 12.1 or (b) terminated employment as provided in Section 13. A
Participant who may automatically participate in a subsequent Offering Period, as provided in this Section 7.2, is not required to deliver any additional Subscription Agreement for the
subsequent Offering Period in order to continue participation in the Plan. However, a Participant may deliver a new Subscription Agreement for a subsequent Offering Period in accordance with the
procedures set forth in Section 7.1 if the Participant desires to change any of the elections contained in the Participant's then effective Subscription Agreement. Eligible Employees may not
participate simultaneously in more than one Offering. 


        8.    Right to Purchase Shares.    


                        8.1    Grant of Purchase Right.    Except as set forth below, on the Offering Date of each Offering
Period, each Participant in such Offering Period shall be granted automatically a Purchase Right consisting of an option to purchase five thousand (5,000) shares of Stock. No Purchase Right shall be
granted on an Offering Date to any person who is not, on such Offering Date, an Eligible Employee. 


                        8.2    Pro Rata Adjustment of Purchase Right.    Notwithstanding the provisions of Section 8.1,
and except as otherwise provided in Section 14.2, if the Board establishes an Offering Period of less than twenty-three and one-half (23 1/2) months or more than
twenty-four and one-half (241/2) months in duration, the number of whole shares of Stock subject to a Purchase Right shall be determined by multiplying 208.33
shares by the number of months (rounded to the nearest whole month) in the Offering Period and disregarding any resulting fractional share. 


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                        8.3    Calendar Year Purchase
Limitation.    Notwithstanding any provision of the Plan to the contrary,
no Purchase Right shall entitle a Participant to purchase shares of Stock under the Plan at a rate which, when aggregated with such Participant's rights to purchase shares under all other employee
stock purchase plans of a Participating Company intended to meet the requirements of Section 423 of the Code, exceeds Twenty-Five Thousand Dollars ($25,000) in Fair Market Value (or
such other limit, if any, as may be imposed by the Code) for each calendar year in which such Purchase Right has been outstanding at any time. For purposes of the preceding sentence, the Fair Market
Value of shares purchased during a given Offering Period shall be determined as of the Offering Date for such Offering Period. The limitation described in this Section 8.3 shall be applied in
conformance with applicable regulations under Section 423(b)(8) of the Code. 


        9.    Purchase Price.    The Purchase Price at which each share of Stock may be acquired
in an Offering Period upon the exercise of all or any portion of a Purchase Right shall be established by the Board; provided, however, that the Purchase Price shall not be less than
eighty-five percent (85%) of the lesser of (a) the Fair Market Value of a share of Stock on the Offering Date of the Offering Period or (b) the Fair Market Value of a share
of Stock on the Purchase Date. Unless otherwise provided by the Board prior to the commencement of an Offering Period, the Purchase Price for that Offering Period shall be eighty-five
percent (85%) of the lesser of (a) the Fair Market Value of a share of Stock on the Offering Date of the Offering Period, or (b) the Fair Market Value of a share of Stock on the Purchase
Date. 


        10.    Accumulation of Purchase Price through Payroll Deduction.    Shares of Stock
acquired pursuant to the exercise of all or any portion of a Purchase Right may be paid for only by means of payroll deductions from the Participant's Compensation accumulated during the Offering
Period for which such Purchase Right was granted, subject to the following: 


                        10.1    Amount of Payroll Deductions.    Except as otherwise provided herein, the amount to be deducted
under the Plan from a Participant's Compensation on each payday during an Offering Period shall be determined by the Participant's Subscription Agreement. The Subscription Agreement shall set forth
the percentage of the Participant's Compensation to be deducted on each payday during an Offering Period in whole percentages of not less than one percent (1%) (except as a result of an election
pursuant to Section 10.3 to stop payroll deductions made effective following the first payday during an Offering) or more than twenty-five percent (25%). Notwithstanding the
foregoing, the Board may change the limits on payroll deductions effective as of any future Offering Date. 


                        10.2    Commencement of Payroll Deductions.    Payroll deductions shall commence on the first payday
following the Offering Date and shall continue to the end of the Offering Period unless sooner altered or terminated as provided herein. 


                        10.3    Election to Change or Stop Payroll Deductions.    Subject to any limitations imposed by the
Board prior to the commencement of an Offering Period, during an Offering Period, a Participant may elect to increase or decrease the rate of or to stop deductions from his or her Compensation by
delivering to the Company's designated office an amended Subscription Agreement authorizing such change on or before the "Change Notice Date." The "Change Notice
Date" shall be a date prior to the beginning of the first pay period for which such election is to be effective as established by the Company from time to time and announced to
the Participants. A Participant who elects to decrease the rate of his or her payroll deductions to zero percent (0%) shall nevertheless remain a Participant in the current Offering Period unless such
Participant withdraws from the Plan as provided in Section 12.1. Until otherwise provided by the Board, for all Offering Periods that commence on or after January 1, 2008, a Participant
may only elect to decrease the rate of, or to stop, deductions from his or her Compensation during any on-going Offering Period, and may only increase his or her rate of deductions as to
future Offering Periods, 


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                        10.4    Participant Accounts.    Individual bookkeeping accounts shall be maintained for each
Participant. All payroll deductions from a Participant's Compensation shall be credited to such Participant's Plan account and shall be deposited with the general funds of the Company. All payroll
deductions received or held by the Company may be used by the Company for any corporate purpose. 


                        10.5    No Interest Paid.    Interest shall not be paid on sums deducted from a Participant's
Compensation pursuant to the Plan. 


        11.    Purchase of Shares.    


                        11.1    Exercise of Purchase Right.    On each Purchase Date of an Offering Period, each Participant
who has not withdrawn from the Plan and whose participation in the Offering has not terminated before such Purchase Date shall automatically acquire pursuant to the exercise of the Participant's
Purchase Right the number of whole shares of Stock determined by dividing (a) the total amount of the Participant's payroll deductions accumulated in the Participant's Plan account during the
Offering Period and not previously applied toward the purchase of Stock by (b) the Purchase Price. However, in no event shall the number of shares purchased by the Participant during an
Offering Period exceed the number of shares subject to the Participant's Purchase Right. No shares of Stock shall be purchased on a Purchase Date on behalf of a Participant whose participation in the
Offering or the Plan has terminated before such Purchase Date. 


                        11.2    Pro Rata Allocation of Shares.    In the event that the number of shares of Stock which might
be purchased by all Participants in the Plan on a Purchase Date exceeds the number of shares of Stock
available in the Plan as provided in Section 4.1, the Company shall make a pro rata allocation of the remaining shares in as uniform a manner as shall be practicable and as the Company shall
determine to be equitable. Any fractional share resulting from such pro rata allocation to any Participant shall be disregarded. 


                        11.3    Delivery of Certificates.    As soon as practicable after each Purchase Date, the Company shall
arrange the delivery to each Participant, as appropriate, of a certificate representing the shares acquired by the Participant on such Purchase Date; provided that the Company may deliver such shares
to a broker that holds such shares in street name for the benefit of the Participant. Shares to be delivered to a Participant under the Plan shall be registered in the name of the Participant, or, if
requested by the Participant, in the name of the Participant and his or her spouse, or, if applicable, in the names of the heirs of the Participant. Notwithstanding the foregoing, to the extent
permitted by applicable law and the Company's governing documents, the Company may refrain from issuing paper certificates and may instead cause the issuance of the shares to the Participant under
this Plan to be recorded electronically on the books of the Company, the applicable transfer agent and/or broker, as applicable. 


                        11.4    Return of Cash Balance.    Any cash balance remaining in a Participant's Plan account following
any Purchase Date shall be refunded to the Participant as soon as practicable after such Purchase Date. However, if the cash to be returned to a Participant pursuant to the preceding sentence is an
amount less than the amount that would have been necessary to purchase an additional whole share of Stock on such Purchase Date, the Company may retain such amount in the Participant's Plan account to
be applied toward the purchase of shares of Stock in the subsequent Purchase Period or Offering Period, as the case may be. 


                        11.5    Tax and Withholding.    At the time a Participant's Purchase Right is exercised, in whole or in
part, or at the time a Participant disposes of some or all of the shares of Stock he or she acquires under the Plan, the Participant shall make adequate provision for the foreign, federal, state and
local tax and withholding obligations of the Participating Company Group, if any, which arise upon exercise of the Purchase Right or upon such disposition of shares, respectively. For the avoidance of
doubt, any tax arising from the exercise of the Purchase Right or upon the disposition of shares, whether initially payable by the Participant or the Participating Company Group (each a "Stock Tax"), 


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shall
be paid by the Participant. Without limitation to the foregoing, any Indian Fringe Benefit Tax due as a result of a Participant exercising a Purchase Right shall be deemed a Stock Tax. The
Participating Company Group may, but shall not be obligated to, withhold from the Participant's compensation the amount necessary to satisfy any Stock Tax and/or withholding obligations. If the
Participant's compensation is not sufficient to meet the Stock Tax and/or withholding obligation, the Participating Group Company shall be under no obligation to deliver the Shares until the
Participant has made adequate provisions for payment of the Stock Tax and/or withholding obligations. 


                        11.6    Expiration of Purchase Right.    Any portion of a Participant's Purchase Right remaining
unexercised after the end of the Offering Period to which the Purchase Right relates shall expire immediately upon the end of the Offering Period. 


                        11.7    Reports to Participants.    Each Participant who has exercised all or part of his or her
Purchase Right shall receive, as soon as practicable after the Purchase Date, a report of such Participant's Plan account setting forth the total payroll deductions accumulated prior to such exercise,
the number of shares of Stock purchased, the Purchase Price for such shares, the date of purchase and the cash balance, if any, remaining immediately after such purchase that is to be refunded or
retained in the Participant's Plan account pursuant to Section 11.4. The report required by this Section may be delivered in such form and by such means, including by electronic transmission,
as the Company may determine. 


        12.    Withdrawal from Offering or Plan.    


                        12.1    Voluntary Withdrawal from the Plan.    A Participant may withdraw from the Plan by signing and
delivering to the Company's designated office a written notice of withdrawal on a form provided by the Company for such purpose. Such withdrawal may be elected at any time prior to the end of an
Offering Period; provided, however, if a Participant withdraws from the Plan after the Purchase Date of a Purchase Period, the withdrawal shall not affect shares of Stock acquired by the Participant
on such Purchase Date. A Participant who voluntarily withdraws from the Plan is prohibited from resuming participation in the Plan in the same Offering from which he or she withdrew, but may
participate in any subsequent Offering by again satisfying the requirements of Sections 5 and 7.1. The Company may impose, from time to time, a requirement that the notice of withdrawal from the Plan
be on file with the Company's designated office for a reasonable period prior to the effectiveness of the Participant's withdrawal. 


                        12.2    Automatic Withdrawal From an Offering.    If the Fair Market Value of a share of Stock on a
Purchase Date other than the final Purchase Date of an Offering is less than the Fair Market Value of a share of Stock on the Offering Date of the Offering, then every Participant automatically shall
be (a) withdrawn from such Offering at the close of such Purchase Date and after the acquisition of shares of Stock for the Purchase Period and (b) enrolled in the Offering commencing on
the first business day subsequent to such Purchase Date. 


                        12.3    Return of Payroll Deductions.    Upon a Participant's voluntary withdrawal from the Plan
pursuant to Sections 12.1 or automatic withdrawal from an Offering pursuant to Section 12.2, the Participant's accumulated payroll deductions which have not been applied toward the purchase of
shares of Stock (except, in the case of an automatic withdrawal pursuant to Section 12.2, for an amount necessary to purchase an additional whole share as provided in Section 11.4) shall
be returned as soon as practicable after the withdrawal, without the payment of any interest, to the Participant, and the Participant's interest in the Plan or the Offering, as applicable, shall
terminate. Such accumulated payroll deductions may not be applied to any other Offering under the Plan. 


        13.    Termination of Employment or Eligibility.    Upon a Participant's ceasing, prior
to a Purchase Date, to be an Employee of the Participating Company Group for any reason, including retirement, disability or death, or the failure of a Participant to remain an Eligible Employee, the
Participant's participation in the Plan shall terminate immediately. In such event, the payroll deductions credited to 


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the
Participant's Plan account since the last Purchase Date shall, as soon as practicable, be returned to the Participant or, in the case of the Participant's death, to the Participant's legal
representative, and all of the Participant's rights under the Plan shall terminate. Interest shall not be paid on sums returned pursuant to this Section 13. A Participant whose participation
has been so terminated may again become eligible to participate in the Plan by again satisfying the requirements of Sections 5 and 7.1. 


        14.    Transfer of Control.    


                        14.1    Definitions.


                                (a)    An
"Ownership Change Event" shall be deemed to have occurred if any of the following occurs with respect
to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock
of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or
(iv) a liquidation or dissolution of the Company. 


                                (b)    A
"Transfer of Control" shall mean an Ownership Change Event or a series of related Ownership Change
Events (collectively, the "Transaction") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the
Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than
fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the
"Transferee Corporation(s)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without
limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case
may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple
Ownership Change Events are related, and its determination shall be final, binding and conclusive. 


                        14.2    Effect of Transfer of Control on Purchase Rights.    In the event of a Transfer of Control, the
surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the "Acquiring Corporation"), shall
assume the Company's rights and obligations under the Plan. If the Acquiring Corporation elects not to assume the Company's rights and obligations under outstanding Purchase Rights, the Purchase Date
of the then current Purchase Period shall be accelerated to a date
before the date of the Transfer of Control specified by the Board, but the number of shares of Stock subject to outstanding Purchase Rights shall not be adjusted. All Purchase Rights which are neither
assumed by the Acquiring Corporation in connection with the Transfer of Control nor exercised as of the date of the Transfer of Control shall terminate and cease to be outstanding effective as of the
date of the Transfer of Control. 


        15.    Nontransferability of Purchase Rights.    A Purchase Right may not be transferred
in any manner otherwise than by will or the laws of descent and distribution and shall be exercisable during the lifetime of the Participant only by the Participant. 


        16.    Restriction on Issuance of Shares.    The issuance of shares under the Plan shall
be subject to compliance with all applicable requirements of foreign, federal or state law with respect to such securities. A Purchase Right may not be exercised if the issuance of shares upon such
exercise would constitute a violation of any applicable foreign, federal or state securities laws or other law or regulations or the requirements of any securities exchange or market system upon which
the Stock may then be listed. In addition, no Purchase Right may be exercised unless (a) a registration statement under the Securities Act of 1933, as amended, shall at the time of exercise of
the Purchase Right be in 


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effect
with respect to the shares issuable upon exercise of the Purchase Right, or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Purchase Right
may be issued in accordance with the terms of an applicable exemption from the registration requirements of said Act. 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 under the Plan 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 exercise of a Purchase Right, 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. 


        17.    Rights as a Stockholder and Employee.    A Participant shall have no rights as a
stockholder by virtue of the Participant's participation in the Plan until the date of the issuance of a certificate for the shares purchased pursuant to the exercise of the Participant's Purchase
Right (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other
rights for which the record date is prior to the date such certificate is issued, except as provided in Section 4.2. Nothing herein creates an employment relationship between the Participant
and any member of the Participating Group Company where such relationship does not otherwise exist, nor shall anything herein confer upon a Participant any right to continue in the employ of the
Participating Company Group or interfere in any way with any right of the Participating Company Group to terminate the Participant's employment at any time. 



        18.    Legends.    The Company may at any time place legends or other identifying symbols
referencing any applicable foreign, federal or state securities law restrictions or any provision convenient in the
administration of the Plan on some or all of the certificates representing shares of Stock issued under the Plan. The Participant shall, at the request of the Company, promptly present to the Company
any and all certificates representing shares acquired pursuant to a Purchase Right in the possession of the Participant in order to carry out the provisions of this Section. Unless otherwise specified
by the Company, legends placed on such certificates may include but shall not be limited to the following: 



"THE
SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER UPON THE PURCHASE OF SHARES UNDER AN EMPLOYEE STOCK PURCHASE PLAN AS DEFINED IN SECTION 423 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE TRANSFER AGENT FOR THE SHARES EVIDENCED HEREBY SHALL NOTIFY THE CORPORATION IMMEDIATELY OF ANY TRANSFER OF THE SHARES BY THE REGISTERED HOLDER HEREOF.
THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE PLAN IN THE REGISTERED HOLDER'S NAME (AND NOT IN THE NAME OF ANY NOMINEE)." 




        19.    Notification of Sale of Shares.    The Company may require the Participant to give
the Company prompt notice of any disposition of shares acquired by exercise of a Purchase Right within two years from the date of granting such Purchase Right or one year from the date of exercise of
such Purchase Right. The Company may require that until such time as a Participant disposes of shares acquired upon exercise of a Purchase Right, the Participant shall hold all such shares in the
Participant's name (or, if elected by the Participant, in the name of the Participant and his or her spouse but not in the name of any nominee) until the lapse of the time periods with respect to such
Purchase Right referred to in the preceding sentence. The Company may direct that the certificates evidencing shares acquired by exercise of a Purchase Right refer to such requirement to give prompt
notice of disposition. 


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        20.    Notices.    All notices or other communications by a Participant to the Company
under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the
receipt thereof. 


        21.    Indemnification.    In addition to such other rights of indemnification as they
may have as members of the Board or officers or employees of the Participating Company Group, members of the Board and any officers or employees of the Participating Company Group to whom authority to
act for the Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection
with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or
paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is
liable for gross
negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to
the Company, in writing, the opportunity at its own expense to handle and defend the same. 


        22.    Amendment or Termination of the Plan.    The Board may at any time amend or
terminate the Plan, except that (a) such termination shall not affect Purchase Rights previously granted under the Plan, except as permitted under the Plan, and (b) no amendment may
adversely affect a Purchase Right previously granted under the Plan (except to the extent permitted by the Plan or as may be necessary to qualify the Plan as an employee stock purchase plan pursuant
to Section 423 of the Code or to obtain qualification or registration of the shares of Stock under applicable foreign, federal or state securities laws). In addition, an amendment to the Plan
must be approved by the stockholders of the Company within twelve (12) months of the adoption of such amendment if such amendment would authorize the sale of more shares than are authorized for
issuance under the Plan or would change the definition of the corporations that may be designated by the Board as Participating Companies. 


        23.    Continuation of Plan Terms as to Outstanding Purchase Rights.    Any other
provision of the Plan to the contrary notwithstanding, the terms of the Plan prior to amendment (other than the maximum aggregate number of shares of Stock issuable thereunder) shall remain in effect
and apply to all Purchase Rights granted pursuant to the Plan prior to amendment. 


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Exhibit 10.5


ADOBE SYSTEMS INCORPORATED 1997 EMPLOYEE STOCK PURCHASE PLAN (as amended by the Board through November 9, 2007)