ex10_60.htm


    
      EXHIBIT
10.60

      ADOBE
SYSTEMS INCORPORATED

      NONSTATUTORY
STOCK OPTION AGREEMENT

      (DIRECTOR
– ANNUAL GRANT)

      


      THIS NONSTATUTORY STOCK OPTION
AGREEMENT (the “Option
Agreement”) is
made and entered into as of the Date of Option Grant by and between Adobe
Systems Incorporated and

      


      %%FIRST_NAME%-%
%%LAST_NAME%-% (the “Participant”).  The Company
has granted to the Participant pursuant to the Adobe Systems Incorporated 2003
Equity Incentive Plan (the “Plan”) an option to purchase
certain shares of Stock (the “Option”),
upon the terms and conditions set forth in this Option Agreement.

      


      1. Definitions
and Construction.

       

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

       

      (a) “Date of Option
Grant” means
%%OPTION_DATE,’Month DD, YYYY’%-%

       

      (b) “Number of Option
Shares” means
%%TOTAL_SHARES_GRANTED%-% shares of Stock, as adjusted from time to time
pursuant to Section 10.

       

      (c) “Exercise
Price” means
$%%OPTION_PRICE%-% per share of Stock, as adjusted from time to time pursuant to
Section 10.

       

      (d) “Vesting
Date” means the
day immediately preceding the day of the first annual meeting of the
stockholders of the Company following the Date of Option Grant.

       

      (e) “Vested
Shares” means,
on any relevant date, that portion (disregarding any fractional share) of the
Number of Option Shares determined by multiplying the Number of Option Shares by
the “Vested
Percentage”
determined as of such date as follows:

      


      
        	 
      	 
      	
                Vested Percentage

              
	 
      	 
      	 
      
	
                Prior
      to Vesting Date

              	
                0

              
	 
      	 
      	 
      
	
                On
      Vesting Date, provided the Participant’s Service has not terminated prior
      to such date

              	
                 

                100%

              
	 
      	 
      	 
      


      

      (f) “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 in the United
States (“U.S.”) on Form S-8 under the Securities Act.

       

      (g) “Board” means the Board of
Directors of the Company.

       

      (h) “Code” means the U.S. Internal
Revenue Code of 1986, as amended, and any applicable regulations promulgated
thereunder.

       

      (i) “Committee” means the Executive
Compensation Committee or other committee of the Board duly appointed to
administer the Plan in respect of Directors and having such powers as shall be
specified by the Board.  If no committee of the Board has been
appointed to administer the Plan, the Board

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      shall
exercise all of the powers of the Committee granted herein, and, in any event,
the Board may in its discretion exercise any or all of such powers.

       

      (j) “Company” means Adobe Systems
Incorporated, a Delaware corporation, or any successor corporation
thereto.

       

      (k) “Disability” means the permanent and
total disability of the Participant within the meaning of Section 22(e)(3) of
the Code.

       

      (l) “Exchange
Act” means the
U.S. Securities Exchange Act of 1934, as amended.

       

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

       

      (i) 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 Global
Select 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 on www.Nasdaq.com 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 Committee, 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 Committee in good faith without regard to any restriction
other than a restriction which, by its terms, will never lapse.

       

      (n) “Officer”
means any person designated by the Board as an officer of the
Company.

       

      (o) “Option Expiration
Date” means the
date seven (7) years after the Date of Option Grant.

       

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

       

      (q) “Participating
Company” means
the Company or any Parent Corporation, Subsidiary Corporation or
Affiliate.

       

      (r) “Participating
Company Group”
means, at any point in time, all corporations collectively which are then
Participating Companies.

       

      (s) “Securities
Act” means the
U.S. Securities Act of 1933, as amended.

       

      (t) “Service” means the Participant’s
service with the Participating Company Group as a Director.  The
Participant’s Service shall be deemed to have terminated if the Participant
ceases to render Service to the Participating Company Group in such
capacity.  However, the Participant’s Service shall not be deemed to
have terminated merely because of a change in the Participating Company for
which the Participant renders Service in such initial capacity, provided that
there is no interruption or termination of the Participant’s
Service.  Furthermore, the Participant’s Service with the
Participating Company Group shall not be deemed to have terminated if the
Participant 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 Participant’s Service shall be deemed to terminate
on

       


      
        
           


        

        
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      the
ninety-first (91st) day of the leave unless the Participant’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 Participant’s Option
Agreement.  The Participant’s Service shall be deemed to have
terminated either upon an actual termination of Service or upon the corporation
for which the Participant performs Service ceasing to be a Participating
Company.  Subject to the foregoing, the Company, in its discretion,
shall determine whether the Participant’s Service has terminated and the
effective date of such termination.

       

      (u) “Stock” means the common stock of
the Company, as adjusted from time to time in accordance with
Section 10.

       

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

       

      1.2 Construction.  Captions
and titles contained herein are for convenience only and shall not affect the
meaning or interpretation of any provision of this Option
Agreement.  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.

       

      2. Tax
Status of Option.  This Option is
intended to be a nonstatutory stock option and shall not be treated as an
incentive stock option within the meaning of Section 422(b) of the
Code.

       

      3. Administration.

       

      All questions of interpretation
concerning this Option Agreement shall be determined by the
Committee.  All determinations by the Committee shall be final and
binding upon all persons having an interest in the Option.  Any
Officer shall have the authority to act on behalf of the Company with respect to
any matter, right, obligation, 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, or
election.

      


      4. Exercise
of the Option.

       

      4.1 Right to Exercise.  Except
as otherwise provided herein, the Option shall be exercisable on and after the
Vesting Date and prior to the termination of the Option (as provided in
Section 7) in an amount not to exceed the number of Vested Shares less the
number of shares previously acquired upon exercise of the Option.  In
no event shall the Option be exercisable for more shares than the Number of
Option Shares.

       

      4.2 Method of Exercise.  Exercise
of the Option shall be by means of electronic notice in a form authorized by the
Company, which shall be digitally signed or authenticated by the Participant in
such manner as required by the notice and transmitted to the Equity Compensation
Department of the Company or other authorized representative of the Company
(including a third-party administrator designated by the Company).  In
the event that the Participant is not authorized or is unable to provide
electronic notice of exercise, the Option shall be exercised by written notice
to the Company, which shall be signed by the Participant and delivered in
person, by certified or registered mail, return receipt requested, by confirmed
facsimile transmission, or by such other means as the Company may permit, to the
Equity Compensation Department of the Company, or other authorized
representative of the Company (including a third-party administrator designated
by the Company).  Each such notice, whether electronic or written,
must state the Participant’s election to exercise the Option, the number of
whole shares of Stock for which the Option is being exercised and such other
representations and agreements as to the Participant’s investment intent with
respect to such shares as may be required pursuant to the provisions of this
Option Agreement.  Further, each such notice must be received by the
Company prior to the termination of the Option as set forth in Section 7
and must be accompanied by full payment of the aggregate Exercise Price for the
number of shares of Stock being purchased.  The Option shall be deemed
to be exercised upon receipt by the Company of such electronic or written notice
and the aggregate Exercise Price.

       


      
        
           


        

        
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      4.3 Payment
of Exercise Price.

       

      (a) Forms of Consideration
Authorized.  Except as otherwise provided below, payment of the
aggregate Exercise Price for the number of shares of Stock for which the Option
is being exercised shall be made (i) in cash, by check or by cash equivalent or
(ii) by means of a Cashless Exercise, as defined in
Section 4.3(b).

       

      (b) Cashless
Exercise.  A “Cashless
Exercise” means
the delivery of a properly executed notice of exercise together with irrevocable
instructions to a broker in a form acceptable to the Company providing for 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 pursuant to
a program or procedure approved by the Company (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).  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 such program or procedure, including with respect to the
Participant notwithstanding that such program or procedures may be available to
others.

       

      4.4 Tax Withholding.  Regardless
of any action taken by the Participating Company Group with respect to any or
all income tax, social insurance, payroll tax, payment on account or other
tax-related withholding (“Tax-Related
Items”), the
Participant acknowledges that the ultimate liability for all Tax-Related Items
legally due by the Participant is and remains the Participant’s responsibility
and that the Participating Company Group (i) makes no representations or
undertakings regarding the treatment of any Tax-Related Items in connection with
any aspect of the Option, including the grant, vesting or exercise of the
Option, the subsequent sale of shares acquired pursuant to such exercise, or the
receipt of any dividends and (ii) does not commit to structure the terms of the
grant or any other aspect of the Option to reduce or eliminate the Participant’s
liability for Tax-Related Items.  At the time of exercise of the
Option, the Participant 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 the Option
is exercised, in whole or in part, or at any other time as reasonably requested
by the Company, the Participant hereby authorizes withholding of all applicable
Tax-Related Items from payroll and any other amounts payable to the Participant,
and otherwise agrees to make adequate provision for withholding of all
applicable Tax Related Items by the Participating Company Group, if any, which
arise in connection with the Option.  Alternatively, or in addition,
if permissible under applicable law, the Participating Company Group may (i)
sell or arrange for the sale of shares acquired by the Participant to meet the
withholding obligation of Tax-Related Items and/or (ii) withhold in shares,
provided that only the amount of shares necessary to satisfy the minimum
withholding amount are withheld.  Finally, the Participant shall pay
to the Participating Company Group any amount of the Tax-Related Items that the
Participating Company Group may be required to withhold as a result of the
Participant’s participation in the Plan that cannot be satisfied by the means
previously described.  The Company shall have no obligation to process
the exercise of the Option or to deliver shares of Stock until the obligations
in connection with the Tax-Related Items as described in this section have been
satisfied by the Participant.

       

      4.5 Beneficial Ownership of Shares;
Certificate Registration.  The
Participant hereby authorizes the Company, in its sole discretion, to deposit
for the benefit of the Participant with any broker with which the Participant
has an account relationship of which the Company has notice any or all shares
acquired by the Participant pursuant to the exercise of the
Option.  Except as provided by the preceding sentence, a certificate
for the shares as to which the Option is exercised shall be registered in the
name of the Participant, or, if applicable, in the names of the heirs of the
Participant.

       

      4.6 Restrictions on Grant of the Option
and Issuance of Shares.  The
grant of the Option and the issuance of shares of Stock upon exercise of the
Option shall be subject to compliance with all applicable requirements of
federal, state or foreign law with respect to such securities.  The
Option 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, the Option may not be exercised unless (i) 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

       


      
        
           


        

        
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      exercise
of the Option or (ii) 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 PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT
BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE
SATISFIED.  ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE
THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED.  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 subject to the Option 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 the Option, 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.

       

      4.7 Fractional Shares.  The
Company shall not be required to issue fractional shares upon the exercise of
the Option.

       

      5. Nontransferability
of the Option.

       

      The Option may be exercised during the
lifetime of the Participant only by the Participant or the Participant’s
guardian or legal representative and may not be assigned or transferred in any
manner except by will or by the laws of descent and
distribution.  Following the death of the Participant, the Option, to
the extent provided in Section 8, may be exercised by the Participant’s
legal representative or by any person empowered to do so under the deceased
Participant’s will or under the then applicable laws of descent and
distribution.

      


      6. Nature of
Option.

       

                            In
accepting the Option, the Participant acknowledges that: 

      


      6.1 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 Option Agreement;

       

      6.2 the grant
of the Option is voluntary and occasional and does not create any contractual or
other right to receive future grants of Options, or benefits in lieu of Options,
even if Options have been granted repeatedly in the past;

       

      6.3 all
decisions with respect to future Option grants, if any, will be at the sole
discretion of the Company; 

       

      6.4 the
Participant’s participation in the Plan shall not create a right to employment
or further service with the Participating Company Group and shall not interfere
with any ability of the Participating Company Group to terminate the
Participant’s relationship with the Company at any time with or without cause;


       

      6.5 the
Participant is voluntarily participating in the Plan; 

       

      6.6 the
Option 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; 

       

      6.7 in the
event that the Participant is not an employee of the Company, the Option grant
will not be interpreted to form an employment contract or relationship with the
Company; and furthermore, the Option grant will not be interpreted to form an
employment contract with the other members of the Participating Company
Group;

       


      
        
           


        

        
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      6.8 the
future value of the underlying shares is unknown and cannot be predicted with
certainty; 

       

      6.9 if the
underlying shares do not increase in value, the Option will have no value;


       

      6.10 if the
Participant exercises the Option and obtains shares, the value of those shares
acquired upon exercise may increase or decrease in value, even below the Option
price; and

       

      6.11 in
consideration of the grant of the Option, no claim or entitlement to
compensation or damages arises from termination of the Option or diminution in
value of the Option or shares purchased through exercise of the Option resulting
from termination of the Participant’s Service with the Participating Company
Group (for any reason whether or not in breach of applicable labor laws) and the
Participant irrevocably releases 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
signing this Option Agreement, Participant shall be deemed irrevocably to have
waived his or her entitlement to pursue such a claim.

       

      7. Termination
of the Option.

       

      The Option shall terminate and may no
longer be exercised after the first to occur of (a) the Option Expiration
Date, (b) the last date for exercising the Option following termination of
the Participant’s Service as described in Section 8, or (c) a Change
of Control to the extent provided in Section 9.

      


      8. Effect
of Termination of Service.

       

      8.1 Option
Exercisability.

       

      (a) Disability.  If the
Participant’s Service terminates because of the Disability of the Participant,
then the Option, to the extent unexercised and exercisable on the date on which
the Participant’s Service terminated, may be exercised by the Participant (or
the Participant’s guardian or legal representative) at any time prior to the
expiration of twelve (12) months after the date on which the Participant’s
Service terminated, but in any event no later than the Option Expiration
Date.

       

      (b) Death.  If the
Participant’s Service terminates because of the death of the Participant, then
the Option, to the extent unexercised and exercisable on the date on which the
Participant’s Service terminated, may be exercised by the Participant’s legal
representative or other person who acquired the right to exercise the Option by
reason of the Participant’s death at any time prior to the expiration of twelve
(12) months after the date on which the Participant’s Service terminated, but in
any event no later than the Option Expiration Date.  The Participant’s
Service shall be deemed to have terminated on account of death if the
Participant dies within three (3) months after the Participant’s termination of
Service.

       

      (c) Other Termination of
Service.  If the Participant’s Service terminates for any
reason, except Disability, or death, the Option, to the extent unexercised and
exercisable by the Participant on the date on which the Participant’s Service
terminated, may be exercised by the Participant at any time prior to the
expiration of three (3) months (or such other longer period of time as
determined by the Committee, in its discretion) after the date on which the
Participant’s Service terminated, but in any event no later than the Option
Expiration Date.

       

      8.2 Extension if Participant Meets
Service Requirements.  Notwithstanding the foregoing, if the
Participant has completed at least four (4) years of continuous Service prior to
Participant’s date of termination of Service, the Option shall remain
exercisable until one (1) year from the date of termination of Service, but in
any event no later than the Option Expiration Date.

       


      
        
           


        

        
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      8.3 Extension if Exercise Prevented by
Law.  Notwithstanding
the foregoing, if the exercise of the Option within the applicable time periods
set forth in Section 8.1 is prevented by the provisions of
Section 4.6, the Option shall remain exercisable until three (3) months
after the date the Participant is notified by the Company that the Option is
exercisable, but in any event no later than the Option Expiration
Date.

       

      8.4 Extension if Participant Subject to
Section 16(b).  Notwithstanding
the foregoing, if a sale within the applicable time periods set forth in
Section 8.1 of shares acquired upon the exercise of the Option would
subject the Participant to suit under Section 16(b) of the Exchange Act,
the Option shall remain exercisable until the earliest to occur of (i) the
tenth (10th) day following the date on which a sale of such shares by the
Participant would no longer be subject to such suit, (ii) the one hundred
and ninetieth (190th) day after the Participant’s termination of Service, or
(iii) the Option Expiration Date.

       

      9. Change
of Control.

       

      In the event of a Change of Control,
any unexercised and/or unvested portions of this Option shall become immediately
exercisable and vested in full as of immediately prior to the effective date of
the Change of Control, subject to the consummation of the Change in
Control.

       

      10. Adjustments
for Changes in Capital Structure.

       

      In the event of any change in the Stock
through merger, consolidation, reorganization, reincorporation,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split, split-up, split-off, spin-off, combination of shares, exchange of shares
or similar change in the capital structure of the Company, or in the event of
payment of a dividend or distribution to the stockholders of the Company in a
form other than Stock (excepting normal cash dividends) that has a material
effect on the Fair Market Value of shares of Stock, appropriate adjustments
shall be made in the number, Exercise Price and class of shares subject to the
Option.  If a majority of the shares which are of the same class as
the shares that are subject to the Option 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
Committee may unilaterally amend the Option to provide that the Option is
exercisable for New Shares.  In the event of any such amendment, the
Number of Option Shares and the Exercise Price shall be adjusted in a fair and
equitable manner, as determined by the Committee, in its
discretion.  Notwithstanding the foregoing, any fractional share
resulting from an adjustment pursuant to this Section 10 shall be rounded
down to the nearest whole number, and in no event may the Exercise Price be
decreased to an amount less than the par value, if any, of the stock subject to
the Option. The adjustments determined by the Committee pursuant to this
Section 10 shall be final, binding and conclusive.

      


      11. Rights
as a Stockholder; Rights to Continue Service.

       

      The Participant shall have no rights as
a stockholder with respect to any shares covered by the Option until the date of
the issuance of the shares for which the Option has been exercised (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 shares are issued, except as provided in
Section 10.   Nothing in this Option Agreement shall confer
upon the Participant any right to continue in the Service of a Participating
Company or interfere in any way with any right of the Participating Company
Group to terminate the Participant’s Service at any time.

      


      12. Miscellaneous
Provisions.

       

      12.1 Designation of
Beneficiary.  Subject to local laws and procedures, the
Participant may file with the Company a written designation of a beneficiary
who, in the event of the death of the Participant, shall thereafter be entitled
to exercise the Option to the extent that it remains exercisable in accordance
with this Option Agreement.  Each designation will revoke all prior
designations by the Participant, shall be in a form prescribed by

       


      
        
           


        

        
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      the
Company, and shall be effective only when filed by the Participant in writing
with the Company during the Participant’s lifetime.  If the
Participant is married and designates a beneficiary other than the Participant’s
spouse, the effectiveness of such designation may be subject to the consent of
the Participant’s spouse.  If the Participant dies without an
effective designation of a beneficiary who is living at the time of the
Participant’s death, the Option may be exercised by the Participant’s legal
representative to the extent that it remains exercisable in accordance with this
Option Agreement.  If the designated beneficiary survives the
Participant but dies before exercising the Option to the full extent that it
remains exercisable in accordance with this Option Agreement, then the Option
shall be exercisable by the legal representative of such deceased designated
beneficiary to the extent that it remains exercisable in accordance with this
Option Agreement.  The determination of the Company as to which
person, if any, qualifies as a designated beneficiary shall be final, conclusive
and binding on all persons.

       

      12.2 Binding
Effect.  This Option Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.

       

      12.3 Termination or
Amendment.  The Committee may terminate or amend the Plan or
the Option at any time; provided, however, that except as provided in connection
with a Change of Control, no such termination or amendment may adversely affect
the Option or any unexercised portion hereof without the consent of the
Participant unless such termination or amendment is necessary to comply with any
applicable law or government regulation.  No amendment or addition to
this Option Agreement shall be effective unless in writing.

       

      12.4 Delivery of Documents and
Notices.  Any document relating to participating in the Plan
and/or notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given (except to the extent that this Option
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 the Participant by a Participating Company or at the address shown
below that party’s signature to this Option Agreement or at such other address
as such party may designate in writing from time to time to the other
party.

       

      (a) Description of Electronic
Delivery.  The
Plan documents, which may include but do not necessarily include: the Plan
Prospectus, this Option Agreement and U.S. financial reports of the Company, may
be delivered to the Participant electronically.  In addition, the
Participant may deliver electronically the notice called for by Section 4.2 (the
“Notice of Exercise”) to the Company or to such third party involved in
administering the Plan as the Company may designate from time to
time.  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.  The Participant acknowledges that the Participant
has read Section 12.4 of this Option Agreement and consents to the electronic
delivery of the Plan documents and the delivery of the Notice of Exercise, as
described in Section 12.4(a) of this Option Agreement.  The
Participant acknowledges that he or she may receive from the Company a paper
copy of any documents delivered electronically at no cost if the Participant
contacts the Company by telephone, through a postal service or electronic mail
at equity@adobe.com.  The Participant further acknowledges that the
Participant will be provided with a paper copy of any documents delivered
electronically if electronic delivery fails; similarly, the Participant
understands that the Participant must provide the Company or any designated
third party with a paper copy of any documents delivered electronically if
electronic delivery fails.  Also, the Participant understands that the
Participant’s consent may be revoked or changed, including any change in the
electronic mail address to which documents are delivered (if Participant has
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, the Participant understands that he or
she is not required to consent to electronic delivery.

       

      12.5 Data Privacy Consent.  The
Participant hereby explicitly and unambiguously consents to the collection, use
and transfer, in electronic or other form, of the Participant’s 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 the
Participant’s participation in the Plan.

       


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      


       

                            The
Participant understands that the Company and the Participating Company Group
hold certain personal information about the Participant, including, but not
limited to, the Participant’s 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 Options or any other entitlement to shares of Stock
awarded, canceled, exercised, vested, unvested or outstanding in the
Participant’s favor, for the purpose of implementing, administering and managing
the Plan (“Data”).  The Participant understands that Data may be
transferred to any third parties assisting in the implementation, administration
and management of the Plan, that these recipients may be located in the
Participant’s country or elsewhere, and that the recipient’s country may have
different data privacy laws and protections than the Participant’s
country.  The Participant understands that he or she may request a
list with the names and addresses of any potential recipients of the Data by
contacting the Participant’s local human resources
representative.  The Participant authorizes the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the
purposes of implementing, administering and managing the Participant’s
participation in the Plan, including any requisite transfer of such Data as may
be required to a broker or other third party with whom the Participant may elect
to deposit any shares of Stock acquired upon exercise of the
Option.  The Participant understands that Data will be held only as
long as is necessary to implement, administer and manage the Participant’s
participation in the Plan.  The Participant understands that he or she
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
the Participant’s local human resources representative.  The
Participant understands, however, that refusing or withdrawing the Participant’s
consent may affect the Participant’s ability to participate in the
Plan.  For more information on the consequences of the Participant’s
refusal to consent or withdrawal of consent, the Participant understands that he
or she may contact the Participant’s local human resources
representative.

      


      12.6 Integrated
Agreement.  This Option Agreement and the Plan constitute the
entire understanding and agreement of the Participant and the Participating
Company Group with respect to the subject matter contained herein and supersedes
any prior agreements, understandings, restrictions, representations, or
warranties among the Participant and the Participating Company Group with
respect to such subject matter other than those as set forth or provided for
herein.  To the extent contemplated herein, the provisions of this
Option Agreement shall survive any exercise of the Option and shall remain in
full force and effect.  Any capitalized terms not defined herein shall
have the meaning set forth in the Plan.

       

      12.7 Applicable
Law.  This Option 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 Option
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 Option Agreement is made and/or performed.

       

      
        	 
      	
                ADOBE
      SYSTEMS INCORPORATED

              
	 
      	 
      
	 
      	 
      
	
                By: 
      

              	 
      
	 
      	
                Shantanu
      Narayen

              
	
                Title: 
      

              	
                Chief
      Executive Officer

              
	 
      	 
      
	
                Address: 
      

              	
                345
      Park Avenue

              
	 
      	
                San
      Jose, CA 95110-2704

              


      

      


      


      The
Participant represents that the Participant is familiar with the terms and
provisions of this Option Agreement and hereby accepts the Option subject to all
of the terms and provisions thereof.  The Participant hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Committee upon any questions arising under this Option
Agreement.


      
        
           


        

        
          9