Exhibit
10.1





 


	
  Date:

  	
  November 9, 2007

  
	
   

  	
   

  
	
  To:

  	
  Bruce Chizen

  
	
   

  	
   

  
	
  From:

  	
  Charles Geschke and John
  Warnock

  
	
   

  	
   

  
	
  Subject:

  	
  Transition Agreement

  



 


Although we understand and accept your
decision to resign as Chief Executive Officer of Adobe Systems Incorporated as
of November 30, 2007, your invaluable contributions, insight and leadership
will be greatly missed.  We appreciate
your willingness to help us through this phase of transition, as your continued
support and assistance are important to our continued success.  We would like to offer you a transitional
position as a strategic advisor to the Chief Executive Officer.  This assignment is expected to last until
November 28, 2008.


 


In your role as strategic advisor, you will
work with the Chief Executive Officer to transition your responsibilities,
including working with key customers and strategic partners, and you will
handle various other strategic projects as requested by the Chief Executive
Officer and the Board of Directors.  It
is expected that the transition matters and strategic projects will require at
least twenty-four hours each week.


 


As compensation for this assignment, you will
receive as salary an amount equal to 50% of your current base salary and you
will be eligible to earn a target award for fiscal year 2008 under the
Executive Cash Performance Bonus Plan equal to 75% of your new base
salary.  Except as set forth in this
letter, the rest of the terms relating to your employment, including
eligibility for employee benefits, reimbursement of approved business expenses,
option and performance share vesting, rights
under your existing indemnity agreement and your at-will employment
status, remain unchanged by this letter agreement.


 


In light of your resignation as Chief
Executive Officer, you agree that you will no longer be eligible for any
severance or change in control benefits that are currently offered to you under
applicable compensation and benefit plans, policies and agreements.  In lieu of such rights, in the event the
company (or any successor entity) terminates your employment in connection with
a change in control (as defined in the company’s 2003 Equity Incentive Plan)
prior to November 28, 2008, the company will pay you in a lump sum within 30
days after your termination an amount equal to the sum of the salary payments
that you would have been paid, and the premiums for health and life insurance
that would have been paid on your behalf under this letter agreement, between
the effective date of the termination and November 28, 2008, plus your target
award for 2008 (as described above, calculated as if 100% performance was
achieved).  In addition, your then
outstanding equity awards will become immediately vested as to the number


 


 

















 


of shares that would have vested under those
awards in the ordinary course through November 28, 2008.


 


It is expected that you will continue as a
member of the Company’s Board of Directors until the completion of your term,
which will occur at the annual meeting of the stockholders for 2008, expected
to be held in the spring.


 


Thank you once again for your valuable
contributions.


 


Regards,


 


 


	
  /s/ CHARLES GESCHKE

  
	
  Charles Geschke

  
	
  Co-Chairman of the Board

  



 


 


	
  /s/ JOHN WARNOCK

  
	
  John Warnock

  
	
  Co-Chairman of the Board

  



 


 


Acknowledged and agreed:


 


	
  /s/ BRUCE CHIZEN

  
	
  Bruce Chizen