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Exhibit 4.6    
  


 
 

ADOBE SYSTEMS INCORPORATED
  1999 NONSTATUTORY STOCK OPTION PLAN
  Amended by the Board of Directors on September 20, 2001    
  


Establishment, Purpose and Term of Plan.  


Establishment. The Adobe Systems Incorporated 1999 Nonstatutory Stock Option Plan (the "Plan") was
established effective as of August 16, 1999. 


Purpose.  The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an
incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the
Participating Company Group. 


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 and all restrictions on such shares under the terms of the Plan and the agreements evidencing Options granted under the Plan have
lapsed. 


Definitions and Construction.  


Definitions.  Whenever used herein, the following terms shall have their respective meanings set forth below: 


"Affiliate" means (i) an entity, other than a Parent Corporation, that directly, or indirectly through one or more intermediary entities, controls the
Company or (ii) an entity, other than a Subsidiary Corporation, that is controlled by the Company directly, or indirectly through one or more intermediary entities. For this purpose, the term
"control" (including the term "controlled by") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the relevant entity, whether
through the ownership of voting securities, by contract or otherwise; or shall have such other meaning assigned such term for the purposes of registration on Form S-8 under the Securities Act. 


"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). 


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



"Committee" means the Compensation Committee or other 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. 


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


"Consultant" means a person engaged to provide consulting or advisory services (other than as an Employee or a member of the Board) to a Participating
Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling securities to
such person pursuant to the Plan in reliance on registration on a Form S-8 Registration Statement under the Securities Act. 


"Disability" means the permanent and total disability of the Optionee within the meaning of Section 22(e)(3) of the Code. 


"Employee" means any person treated as an employee in the records of a Participating Company. 







"Exchange Act" means the Securities Exchange Act of 1934, as amended. 


"Fair Market Value" means, as of any date, the value of a share of Stock or other property as determined by the Board, in its discretion, or by the
Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following: 


If,
on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the
mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the Nasdaq National Market, The Nasdaq SmallCap 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 discretion. 



If,
on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the Board in good faith
without regard to any restriction other than a restriction which, by its terms, will never lapse. 


"Nonstatutory Stock Option" means an Option not intended to be an incentive stock option within the meaning of Section 422(b) of the Code. 


"Option" means a right to purchase Stock (subject to adjustment as provided in Section 4.2) pursuant to the terms and conditions of the Plan. All
Options shall be Nonstatutory Stock Options. 


"Option Agreement" means a written agreement between the Company and an Optionee setting forth the terms, conditions and restrictions of the Option
granted to the Optionee and any shares acquired upon the exercise thereof. An Option Agreement may consist of a form of "Notice of Grant of Stock Option" and a form of "Stock Option Agreement"
incorporated therein by reference, or such other form or forms as the Board may approve from time to time. 


"Optionee" means a person who has been granted one or more Options. 


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



"Participating Company" means the Company or any Parent Corporation, Subsidiary Corporation or Affiliate. 


"Participating Company Group" means, at any point in time, all corporations collectively which are then Participating Companies. 


"Securities Act" means the Securities Act of 1933, as amended. 


"Service" means an Optionee's employment or service with the Participating Company Group as an Employee or a Consultant, whichever such capacity the
Optionee held on the date of Option grant or, if later, the date on which the Optionee commenced Service. Unless otherwise determined by the Board, an Optionee's Service shall be deemed to have
terminated if the Optionee ceases to render Service to the Participating Company Group in such initial capacity. However, an Optionee's Service shall not be deemed to have terminated merely because of
a change in the Participating Company for which the Optionee renders Service in such initial capacity, provided that there is no interruption or termination of the Optionee's Service. Furthermore, an
Optionee's Service with the Participating Company Group shall not be deemed to have terminated if the Optionee 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 Optionee's Service shall be deemed to terminate on the ninety-first (91st) day of the leave unless the Optionee's right to return to Service
with the Participating Company Group 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 the Optionee's Option Agreement. The Optionee's Service shall be deemed to have terminated either upon an actual termination of Service or upon the corporation for which the
Optionee performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Optionee's Service has terminated and the
effective date of such termination. 


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


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


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. 


Administration.  


Administration by the Board.  The Plan shall be administered by the Board. All questions of interpretation of the Plan or of any Option
shall be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Option. 


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


Powers of the Board.  In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Board shall
have the full and final power and authority, in its discretion: 


to
determine the persons to whom, and the time or times at which, Options shall be granted and the number of shares of Stock to be subject to each Option; 



to
determine the Fair Market Value of shares of Stock or other property; 


to
determine the terms, conditions and restrictions applicable to each Option (which need not be identical) and any shares acquired upon the exercise thereof, including, without limitation, (i) the
exercise price of the Option, (ii) the method of payment for shares purchased upon the exercise of the Option, (iii) the method for satisfaction of any tax withholding obligation arising in connection
with the Option or such shares, including by the withholding or delivery of shares of stock, (iv) the timing, terms and conditions of the exercisability of the Option or the vesting of any shares
acquired upon the exercise thereof, (v) the time of the expiration of the Option, (vi) the effect of the Optionee's termination of Service with the Participating Company Group on any of the foregoing,
and (vii) all
other terms, conditions and restrictions applicable to the Option or such shares not inconsistent with the terms of the Plan; 


to
approve one or more forms of Option Agreement; 


to
amend, modify, extend, cancel or renew any Option or to waive any restrictions or conditions applicable to any Option or any shares acquired upon the exercise thereof; 


to
accelerate, continue, extend or defer the exercisability of any Option or the vesting of any shares acquired upon the exercise thereof, including with respect to the period following an Optionee's
termination of Service with the Participating Company Group; 


to
prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt supplements to, or alternative versions of, the Plan, including, without limitation, as the Board deems
necessary or desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be granted Options; and 







to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Option Agreement and to make all other determinations and take such other actions with respect to the Plan
or any Option as the Board may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law. 


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. 


Shares Subject to Plan.  


Maximum Number of Shares Issuable.  Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock
that may be issued under the Plan shall be forty million seven hundred thousand (40,700,000) and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. If
an outstanding Option for any reason expires or is terminated or canceled or if shares of Stock are acquired upon the exercise of an Option subject to a Company repurchase option and are repurchased
by the Company at the Optionee's exercise price, the shares of Stock allocable to the unexercised portion of such Option or such repurchased shares of Stock shall again be available for issuance under
the Plan. 


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, appropriate adjustments shall be made in the number and class of shares subject to the Plan and to any
outstanding Options and in the exercise price per share of any outstanding Options. If a majority of the shares which are of the same class as the shares that are subject to outstanding Options are
exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event, as defined in Section 8.1) shares of another corporation (the  "New
Shares"), the Board may unilaterally amend the outstanding Options to provide that such Options are exercisable for New
Shares. In the event of any such amendment, the number of shares subject to, and the exercise price per share of, the outstanding Options shall be adjusted in a fair and equitable manner as determined
by the Board, in its 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 exercise price of any Option be decreased to an amount less than the par value, if any, of the stock subject to the Option. The adjustments determined by the Board pursuant to this
Section 4.2 shall be final, binding and conclusive. 


Eligibility and Option Limitations.  


Persons Eligible for Options.  Options may be granted only to Employees and Consultants. For purposes of the foregoing sentence,
"Employees," and "Consultants" shall include prospective Employees and prospective Consultants to whom Options are granted in connection with written offers of an employment or other service
relationship with the Participating Company Group. However, notwithstanding any other provision herein to the contrary, no Person shall be eligible to be granted an Option under the Plan whose
eligibility would require approval of the Plan by the Stockholders of the Company under any law or regulation or the rules of any stock exchange or market system upon which 







the Stock may then be listed. If not inconsistent with any such law, regulation or rule, an Option may be granted to a Person, not previously employed by the Company, as an inducement essential to
entering into an employment contract with the Company. Eligible persons may be granted more than one (1) Option. 


Option Grant Restrictions.  Options granted under the Plan may only be Nonstatutory Stock Options. 


Terms and Conditions of Options.  


    Options shall be evidenced by Option Agreements specifying the number of shares of Stock covered thereby, in such form as the Board shall from time to time
establish. No Option or purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Option Agreement. Option Agreements may incorporate all or any of
the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: 


Exercise Price.  The exercise price for each Option shall be established in the discretion of the Board, provided that the exercise price
per share shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option may be granted with an exercise price
lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in the manner described in Section 424(a) of the Code. 


Exercisability and Term of Options.  Options shall be exercisable at such time or times, or upon such event or events, and subject to
such terms, conditions, performance criteria and restrictions as shall be determined by the Board and set forth in the Option Agreement evidencing such Option; provided, however, that (a) no Option
shall be exercisable after the expiration of eight (8) years after the effective date of grant of such Option and (b) no Option granted to a prospective Employee or prospective Consultant may become
exercisable prior to the date on which such person commences Service with a Participating Company. Subject to the foregoing, unless otherwise specified by the Board in the grant of an Option, any
Option granted hereunder shall terminate eight (8) years after the effective date of grant of the Option, unless earlier terminated in accordance with its provisions. 



Payment of Exercise Price.  


Forms of Consideration Authorized.  Except as otherwise provided below, payment of the exercise price for the
number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of
Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such stock by reason of federal or state
securities laws or agreements with an underwriter for the Company) not less than the exercise price, (iii) by the assignment to the Company of the proceeds of a sale or loan with respect to some or
all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by
the Board of Governors of the Federal Reserve System) (a "Cashless Exercise"), (iv) by such other consideration as may be
approved by the Board from time to time to the extent permitted by applicable law, or (v) by any combination thereof. The Board may at any time or from time to time, by approval of or by amendment to
the standard forms of Option Agreement described in Section 7, or by other means, grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise
price or which otherwise restrict one or more forms of consideration. 


Limitations on Forms of Consideration.  


Tender of Stock.  Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the
ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company's
stock. Unless otherwise provided by the Board, an Option may not be 








exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Optionee for more than six (6) months or were not acquired,
directly or indirectly, from the Company. 


Cashless Exercise.  The Company reserves, at any and all times, the right, in the Company's sole and absolute discretion, to establish,
decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise. 


Tax Withholding.  The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable upon the exercise
of an Option, or to accept from the Optionee the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the federal, state,
local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to such Option or the shares acquired upon the exercise thereof. Alternatively or in
addition, in its discretion, the Company shall have the right to require the
Optionee, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise, to make adequate provision for any such tax withholding obligations of the Participating
Company Group arising in connection with the Option or the shares acquired upon the exercise thereof. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax
withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates. The Company shall have no obligation to deliver shares of Stock until the
Participating Company Group's tax withholding obligations have been satisfied by the Optionee. 


Effect of Termination of Service.  An Option shall be exercisable after an Optionee's termination of Service to such extent and during
such period as determined by the Board, in its discretion, and set forth in the Option Agreement evidencing such Option. 


Transferability of Options.  During the lifetime of the Optionee, an Option shall be exercisable only by the Optionee or the Optionee's
guardian or legal representative. No Option shall be assignable or transferable by the Optionee, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent
permitted by the Board, in its discretion, and set forth in the Option Agreement evidencing such Option, an Option shall be assignable or transferable subject to the applicable limitations, if any,
described in the General Instructions to Form S-8 Registration Statement under the Securities Act. 


Standard Forms of Option Agreement.  


Option Agreement.  Unless otherwise provided by the Board at the time the Option is granted, an Option shall comply with and be subject
to the terms and conditions set forth in the form of Option Agreement approved by the Board concurrently with its adoption of the Plan and as amended from time to time. 


Authority to Vary Terms.  The Board shall have the authority from time to time to vary the terms of any standard form of Option Agreement
described in this Section 7 either in connection with the grant or amendment of an individual Option or in connection with the authorization of a new standard form or forms; provided, however, that
the terms and conditions of any such new, revised or amended standard form or forms of Option Agreement are not inconsistent with the terms of the Plan. 


Change in Control.  


Definitions.  


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 by the stockholders of the Company of all or substantially all 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 (other than a sale, exchange or transfer to one or more subsidiaries of the Company); or (iv) a liquidation or dissolution of the
Company. 







A "Change in Control" shall mean an Ownership Change Event in which the stockholders of the Company immediately before the Ownership Change Event do not
retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the Company after such transaction in which the Company is not the surviving corporation. 



Effect of Change in Control on Options.  In the event of a Change in Control, the surviving, continuing, successor, or purchasing
corporation or parent corporation thereof, as the case may be (the "Acquiring Corporation"), shall either assume the Company's
rights and obligations under outstanding Options or substitute for outstanding Options substantially equivalent options for the Acquiring Corporation's stock. In the event the Acquiring Corporation
elects not to assume or substitute for outstanding Options in connection with a Change in Control, the Board shall provide that any unexercised and/or unvested portions of outstanding Options shall be
immediately exercisable and vested in full as of the date thirty (30) days prior to the date of the Change in Control. The exercise and/or vesting of any option that was permissible solely by reason
of this paragraph 8.2 shall be conditioned upon the consummation of the Change in Control. Any Options which are neither assumed or substituted for by the Acquiring Corporation in connection with the
Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding effective as of the date of the Change in Control. 


Provision of Information.  


    Each Optionee shall be given access to information concerning the Company equivalent to that information generally made available to the Company's common
stockholders. 


Compliance with Securities Law.  


    The grant of Options and the issuance of shares of Stock upon exercise of Options shall be subject to compliance with all applicable requirements of federal,
state and foreign law with respect to such securities. Options may not be exercised if the issuance of shares of Stock upon exercise 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, no Option may be exercised unless
(a) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (b) in the opinion of
legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities
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 hereunder 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 any Option, the Company may require the Optionee 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. 


Termination or Amendment of Plan.  


    The Board may terminate or amend the Plan at any time. However, no termination or amendment of the Plan shall affect any then outstanding Option unless
expressly provided by the Board. In any event, no termination or amendment of the Plan may adversely affect any then outstanding Option without the consent of the Optionee, unless such termination or
amendment is necessary to comply with any applicable law, regulation or rule. 



    IN
WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing sets forth the Adobe Systems Incorporated 1999 Nonstatutory Stock Option Plan duly adopted by
the Board on August 16, 1999, as amended by the Board on March 2, 2001 and September 20, 2001. 



	 	 	/s/ Colleen M. Pouliot
 Secretary











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Exhibit 4.6


ADOBE SYSTEMS INCORPORATED 1999 NONSTATUTORY STOCK OPTION PLAN Amended by the Board of Directors on September 20, 2001