Form of Revised Non-Plan Stock Option Grant



 EXHIBIT 4.10 
  
 Macromedia, Inc. 
 Stock Option Agreement 
  
 This Stock Option
Agreement (“Agreement”) is made and entered into as of the date of grant set forth in the Notice of Grant of Stock Options and Option Agreement (“Notice”) above (the “Date of Grant”) by and between
Macromedia, Inc., a Delaware corporation (the “Company”), and the participant named in the Notice (“Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s
2002 Equity Incentive Plan (the “Plan”). 
  
 1. Grant of Option. The Company hereby grants to Participant an option (the “Option”) to purchase the total number of shares of Common Stock $0.001 par value, of the Company set forth in the Notice (the
“Shares”) at the Exercise Price Per Shares set forth in the Notice (the “Exercise Price”), subject to all of the terms and conditions of this Agreement and the Plan. This Option does not meet the incentive Stock
Option requirements of Section 422(b) of the Internal Revenue Code and is intended to be a “nonqualified stock option”. 
  
 2. Vesting and Exercise Period. 
  
 2.1 Vesting and Exercise Periods of Option. Provided Participant continues to provide services to the Company or any Subsidiary,
Parent or Affiliate of the Company throughout the specified period, the Option shall become exercisable according to the terms set forth in the Notice until this Option is exercisable with respect to 100% of the Shares. 
  
 2.2 Expiration. The Option shall expire on the
Expiration Date set forth in the Notice and must be exercised, if at all, on or before the Expiration Date. 
  
 3. Termination. 
  
 3.1 Termination for Any Reason Except Death or Disability. If Participant is Terminated for any reason, except death or Disability,
the Option, to the extent (and only to the extent) that it would have been exercisable by Participant on the date of Termination, may be exercised by Participant no later than ninety (90) days after the date of Termination, but in any event no later
than the Expiration Date. 
  
 3.2 Termination
Because of Death or Disability. If Participant is Terminated because of death or Disability of Participant, the Option, to the extent that it is exercisable by Participant on the date of Termination, may be exercised by Participant (or
Participant’s legal representative) no later than twelve (12) months after the date of Termination, but in any event no later than the Expiration Date. 
  
 3.3 No Obligation to Employ. Nothing in this Agreement shall confer on Participant any right to continue in the employ of, or other
relationship with, the Company or any Parent, Subsidiary or Affiliate of the Company, or limit in any way the right of the Company or any Parent, Subsidiary or Affiliate of the Company to terminate Participant’s employment or other relationship
at any time, with or without cause. 
  
 4. Manner of
Exercise. 
  
 4.1 Stock Option
Exercise Agreement. To exercise this Option, Participant (or in the case of exercise after Participant’s death, Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock
option exercise agreement (the “Exercise Agreement”), which shall set forth, inter alia, Participant’s election to exercise the Option, the number of Shares being purchased, any restrictions imposed on the Shares
and any representations, warranties and agreements regarding 

  

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Participant’s investment intent and access to information as may be required by the Company to comply with applicable securities laws. If someone other
than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company that such person has the right to exercise the Option. 
  
 4.2 Limitations on Exercise. The Option may not be exercised unless such exercise is in compliance
with all applicable federal and state securities laws, as they are in effect on the date of exercise. 
  
 4.3 Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the Shares being purchased in
cash (by check), or where permitted by law: 
  

	 	(a)	by cancellation of indebtedness of the Company to the Participant; 

  

	 	(b)	by surrender of shares of the Company’s Common Stock that either: (1) have been owned by Participant for more than six (6) months and have been paid for within the meaning of
SEC Rule 144 and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares or (2) were obtained by Participant in the open public market; and (3) are clear of all liens,
claims, encumbrances or security interests; 

  

	 	(c)	by waiver of compensation due or accrued to Participant for services rendered; 

  

	 	(d)	provided that a public market for the Company’s stock exists, (1) through a “same day sale” commitment from Participant and a broker-dealer that is a member of the
National Association of Securities Dealers (a “NASD Dealer”) whereby Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased to pay for the exercise price and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the exercise price directly to the Company, or (2) through a “margin” commitment from Participant and a NASD Dealer whereby Participant irrevocably elects to exercise the
Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the exercise price directly to the Company; or 

  

	 	(e)	by any combination of the foregoing. 

  
 4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of the Option, Participant must pay or provide for any
applicable federal or state withholding obligations of the Company. If the Committee permits, Participant may provide for payment of withholding taxes upon exercise of the Option by requesting that the Company retain Shares with a Fair Market Value
equal to the minimum amount of taxes required to be withheld. In such case, the Company shall issue the net number of Shares to the Participant by deducting the Shares retained from the Shares issuable upon exercise. 
  
 4.5 Issuance of Shares. Provided that the Exercise
Agreement and payment are in form and substance satisfactory to counsel for the Company, the Company shall issue the Shares registered in the name of Participant, Participant’s authorized assignee, or Participant’s legal representative,
and shall deliver certificates representing the Shares with the appropriate legends affixed thereto. 
  
 5. Compliance with Laws and Regulations. The exercise of the Option and the issuance and transfer of Shares shall be subject to compliance
by the Company and Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Common Stock may be listed at the time of such issuance or
transfer. Participant understands that the Company is under no obligation to register or qualify the Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance. 
  
 6. Nontransferability of Option. The Option may not be
transferred in any manner other than by will or by the laws of descent and distribution and may be exercised during the lifetime of Participant only by Participant. The terms of the Option shall be binding upon the executors, administrators,
successors and assigns of Participant. 
  
 7. Tax
Consequences. Set forth below is a brief summary as of the Date of Grant of some of the federal and California tax consequences of exercise of the Option and disposition of the Shares. 
  

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 THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. PARTICIPANT SHOULD
CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES 
  
 7.1 Exercise of Nonqualified Stock Option. Participant will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the fair market value of the
Shares on the date of exercise over the Exercise Price. The Company will be required to withhold from Participant’s compensation or collect from Participant and pay to the applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise. 
  
 7.2 Disposition of Shares. If the Shares are held for more than twelve (12) months after the date of the transfer of the Shares pursuant to the exercise of the Option, any gain realized on disposition of the Shares will be treated as
long term capital gain for federal and California income tax purposes. 
  
 8. Privileges of Stock Ownership. Participant shall not have any of the rights of a shareholder with respect to any Shares until Participant exercises the Option and pays the Exercise Price. 
  
 9. Interpretation. Any dispute regarding the interpretation of
this Agreement shall be submitted by Participant or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and Participant. 
  
 10. Entire Agreement. This Agreement constitute the entire
agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof. 
  
 11. Notices. Any notices required to be given or delivered to the Company under the terms of this Agreement shall be in writing and
addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the employee’s home address or to such other
address as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered upon: personal delivery; three (3) days after deposit in the United States mail by certified or registered
mail (return receipt requested); one (1) business day after deposit with any return receipt express courier (prepaid) or any nationally recognized overnight courier service; or one (1) business day after transmission by facsimile. 
  
 12. Successors and Assigns. The Company may assign any of its
rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Participant and
Participant’s heirs, executors, administrators, legal representatives, successors and assigns. 
  
 13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 
  
 14. Acceptance. Participant hereby acknowledges receipt of a
copy of this Agreement. Participant has read and understands the terms and provisions thereof, and accepts the Option subject to all the terms and conditions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax
consequences upon exercise of the Option or disposition of the Shares and that Participant should consult a tax adviser prior to such exercise or disposition. 
  

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