ex10_61.htm


    
      exhibit
10.61

      Adobe
Systems Incorporated

      Amended
and Restated 2003 Equity Incentive Plan

      Restricted
Stock Unit Grant Notice

       

      (Director
– Initial Grant)

       

      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 fifty percent (50%) of
the Restricted Stock Units on the first (1st)
anniversary of the Vesting Commencement Date and the remaining fifty percent
(50%) of the Restricted Stock Units shall vest on the second anniversary of the
Vesting Commencement Date, so that the Restricted Stock Units are fully vested
on the second 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.

      


      3. Vesting.

      


      (a) The
Restricted Stock Units shall vest, if at all, as provided in the Vesting
Schedule set forth in your Grant Notice, this Award Agreement, and the Plan,
provided that vesting shall cease upon the termination of your Service, except
as otherwise set forth herein.

      


      (b) If your
Service with the Company terminates because of your death or Disability, then
you will be given credit for an additional twelve (12) months of continuous
Service; provided,


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      however,
that in no event shall such applicable vesting exceed 100% vesting of your
Award. For purposes of this provision, (i) your Service shall be deemed to have
terminated on account of death if your death occurs within three (3) months
after your termination of Service, and (ii) “Disability”
shall mean your permanent and total disability within the meaning of Section
22(e)(3) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”),
and any applicable regulations promulgated thereunder to the extent not
inconsistent with the regulations under Section 409A of the Code.

      


      (c) 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.

      


      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


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      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-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:


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      


      


      (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 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.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      


      


      (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 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.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      


      


      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.

      


      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.

      



      
        
           


        

        
          6