ex10_3.htm


    
      EXHIBIT
10.3

      ADOBE
SYSTEMS INCORPORATED

      1994
PERFORMANCE AND RESTRICTED STOCK PLAN

      


      RESTRICTED
STOCK AWARD GRANT AGREEMENT

      


      Adobe Systems Incorporated (the
“Company”) has granted _______________________ (the “Participant”), as of
___________ ___, 2009 (the “Grant Date”), an award of Restricted Stock (the
“Award”) as described in this Restricted Stock Award Grant Agreement (the
“Agreement”) pursuant to the Company’s 1994 Performance and Restricted Stock
Plan (the “Plan”).  Capitalized terms not defined in this Agreement
shall have the meaning set forth in the Plan and, if applicable, the Superseding
Agreement.

      


      IT IS AGREED between the parties as
follows:

      


      1.           Issuance of
Shares.  Effective as of the Grant Date, the Company shall
issue the Participant _______________ shares of the Company’s common stock (the
“Stock”) in consideration for the Participant’s service with the
Company.  In the event additional consideration is required by law so
that the Stock acquired under this Agreement is deemed fully paid and
nonassessable, the Board shall determine the amount and character of such
additional consideration to be paid and the Participant shall deliver it
promptly to the Company.  The Company will direct the transfer agent
for the Company to deliver to Escrow Agent (as defined in Section 6 below) the
certificate or certificates evidencing the shares of Stock being acquired by the
Participant.  Any such shares may be held in book entry form directly
registered with the transfer agent or in such other form as the Company may
determine.

      


      2.           Vesting and Reacquisition
Right.

      


      (a)           Vesting.

      


      (i) Vesting Schedule. The
Award shall be subject to vesting in accordance with the Vesting Schedule set
forth on Exhibit A
hereto, except as otherwise set forth herein.  Shares of Stock that
have vested in accordance with the Vesting Schedule, or as otherwise set forth
herein, are “Vested Shares.”  Shares of Stock that have not vested are
“Unvested Shares.”  Vesting is subject to the Participant’s continued
Service.

       

      (ii) Acceleration Upon Death or
Disability.  If the Participant’s service with the Company
terminates because of his or her death or Disability, then he or she 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 the Award. For purposes of this provision, (i) the Participant’s
service shall be deemed to have terminated on account of death if his or her
death occurs within three (3) months after the Participant’s termination of
service, and (ii) “Disability” shall mean the Participant’s permanent and total
disability within the meaning of Section 22(e)(3) of the Code, and any
applicable regulations promulgated thereunder to the extent not inconsistent
with the regulations under Section 409A of the Code.

      


      (b)           Reacquisition
Right.  The Company shall simultaneously with the termination
of the Participant’s Service automatically reacquire for no consideration all of
the Unvested Shares (the “Reacquisition Right”), unless the Company agrees to
waive its Reacquisition Right as to some or all of the Unvested
Shares.  Any such waiver shall be exercised by the Company by written
notice to the Participant (with a copy to Escrow Agent) within ninety (90) days
after the termination of Service, and Escrow Agent may then release to the
Participant the number of Unvested Shares not being reacquired by the
Company.  If the Company does not waive its Reacquisition Right as to
all of the Unvested Shares,


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      then upon
such termination of Service, Escrow Agent shall transfer to the Company the
number of Unvested Shares the Company is reacquiring.  The
Reacquisition Right shall expire when all of the shares have become Vested
Shares.  Notwithstanding the foregoing, if necessary to avoid a charge
to earnings for financial accounting purposes, the Company shall not exercise
its Reacquisition Right until at least six (6) months (or such other period
required for financial accounting purposes) have elapsed following the
Participant’s acquisition of the shares of Stock issued pursuant to this Award,
unless otherwise determined by the Board.  In the event of a Change of
Control or other change in the Company’s capital structure (as provided in
Section 5 of the Plan), the Reacquisition Right may be assigned by the Company
to the successor of the Company (or such successor’s parent corporation), if
any, in connection with such transaction.  To the extent the
Reacquisition Right remains in effect following such transaction, it shall apply
to the new capital stock or other property received in exchange for the Stock
under this Award in consummation of such transaction.

      


      3.           Definitions.  As
used in this Agreement, the following terms shall have the meanings indicated
unless the context requires a different meaning.

      


      (a)           Board.  The
“Board” shall mean the Board of Directors of the Company.

      


      (b)           Code.  “Code”
shall mean the Internal Revenue Code of 1986, as amended.

      


      (c)           Director.  “Director”
shall mean a member of the Board of Directors of the Company.

      


      (d)           Participating
Company.  “Participating Company” shall mean (i) the Company,
and (ii) any present or future parent and/or subsidiary corporation of the
Company while such corporation is a parent or subsidiary of the
Company.  For purposes of this Agreement, a parent corporation and a
subsidiary corporation shall be as defined in Sections 424(e) and 424(f) of the
Code.

      


      (e)           Participating Company
Group.  “Participating Company Group” shall mean at any point
in time all corporations collectively which are then a Participating
Company.

      


      (f)           Service.  “Service”
means the Participant’s employment or service with the Participating Company
Group as an employee or a consultant, whichever such capacity the Participant
held on the Grant Date.  Unless otherwise determined by the Board, the
Participant’s Service shall be deemed to have terminated if the Participant
ceases to render service to the Participating Company Group in such initial
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 such Service in such initial capacity, provided
that there is no interruption or termination of the Participant’s
Service.  Furthermore, the Participant’s Service 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 the ninety-first (91st) day of the leave unless the
Participant’s right to return to Service 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 this Agreement.  A
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 Board, in its discretion, shall determine whether the
Participant’s Service has terminated and the effective date of such
termination.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      (g)           Superseding
Agreement.  “Superseding Agreement” shall mean the Adobe
Systems Incorporated Executive Severance Plan in the Event of a Change of
Control and/or the individual written retention agreement in effect on the Grant
Date between the Company and the Participant, to the extent applicable to the
Participant.

      


      4.           Administration.  All
questions of interpretation concerning this Agreement shall be determined by the
Board and/or by a duly appointed committee of the Board having such powers as
shall be specified by the Board.  Any reference herein to the Board
shall also mean the committee if such committee has been
appointed.  All determinations by the Board shall be final and binding
upon all persons having an interest in this Agreement.

      


      5.           Rights as a
Stockholder.  The Participant shall have no rights as a
stockholder with respect to Unvested Stock. No adjustment shall be made for
dividends or distributions or other rights for which the record date is prior to
the date such Stock becomes Vested Stock.

      


      6.           Escrow of Unvested
Shares. As
security for the Participant’s faithful performance of the terms of this
Agreement (including Section 2) and to insure the availability for delivery of
the Participant’s Stock upon execution of the Reacquisition Right, the
Participant agrees to the following “Joint Escrow” and “Joint Escrow
Instructions,” and the Participant and the Company hereby authorize and direct
the Corporate Secretary of the Company or the Corporate Secretary’s designee
(“Escrow Agent”) to hold the documents delivered to Escrow Agent pursuant to the
terms of this Agreement, in accordance with the following Joint Escrow
Instructions:

      


      (a)           As
provided in Section 2 above, in the event of the termination of the
Participant’s Service, the Company shall pursuant to the Reacquisition Right,
automatically reacquire for no consideration all Unvested Shares, as of the date
of such termination, unless the Company elects to waive such right as to some or
all of the Unvested Shares.  If the Company elects to waive the
Reacquisition Right, the Company will give the Participant and Escrow Agent a
written notice specifying the number of Unvested Shares not to be reacquired.
The Participant and the Company hereby irrevocably authorize and direct Escrow
Agent to close the transaction contemplated by such notice as soon as
practicable following the date of termination of Service in accordance with the
terms of this Agreement and the notice of waiver, if any.

       

      (b)           Vested
Shares shall be delivered to the Participant upon the Participant’s request
given in the manner provided for in this Agreement for providing
notice.

       

      (c)           At
any closing involving the transfer or delivery of some or all of the property
subject to the Agreement, Escrow Agent is directed (i) to date any stock
assignments necessary for the transfer in question, (ii) to fill in the
number of shares being transferred, and (iii) to deliver the same, together
with the certificate, if any, evidencing the shares of Stock to be transferred,
to the Participant or the Company, as applicable.

       

      (d)           The
Participant irrevocably authorizes the Company to deposit with Escrow Agent the
certificates, if any, evidencing shares of Stock to be held by Escrow Agent
hereunder and any additions and substitutions to such shares as specified in
this Agreement.  The Participant hereby irrevocably constitutes and
appoints Escrow Agent as the Participant’s attorney-in-fact and agent for the
term of this escrow to execute with respect to such securities and other
property all documents of assignment and/or transfer and all stock certificates
necessary or appropriate to make all securities negotiable and complete any
transaction contemplated herein.

       


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      (e)           This
escrow shall terminate upon the expiration or application in full of the
Reacquisition Right and the completion of the tasks contemplated by these Joint
Escrow Instructions.

       

      (f)           If
at the time of termination of this escrow, Escrow Agent should have in its
possession any documents, securities, or other property belonging to the
Participant, Escrow Agent shall deliver all of same to the Participant and shall
be discharged of all further obligations hereunder.

       

      (g)           Except
as otherwise provided in these Joint Escrow Instructions, Escrow Agent’s duties
hereunder may be altered, amended, modified, or revoked only by a writing signed
by all of the parties hereto.

       

      (h)           Escrow
Agent shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by Escrow Agent to
be genuine and to have been signed or presented by the proper party or parties
or their assignees.  Escrow Agent shall not be personally liable for
any act Escrow Agent may do or omit to do hereunder as Escrow Agent or as
attorney-in-fact for the Participant while acting in good faith and any act done
or omitted by Escrow Agent pursuant to the advice of Escrow Agent’s own
attorneys shall be conclusive evidence of such good faith.

       

      (i)           Escrow
Agent is hereby expressly authorized to disregard any and all warnings given by
any of the parties hereto or by any other person or corporation, excepting only
orders, judgments, decrees or process of courts of law, and is hereby expressly
authorized to comply with and obey orders, judgments, or decrees of any
court.  In case Escrow Agent obeys or complies with any such order,
judgment, or decree of any court, Escrow Agent shall not be liable to any of the
parties hereto or to any other person, firm, or corporation by reason of such
compliance, notwithstanding any such order, judgment, or decree being
subsequently reversed, modified, annulled, set aside, vacated, or found to have
been entered without jurisdiction.

       

      (j)           Escrow
Agent shall not be liable in any respect on account of the identity, authority,
or rights of the parties executing or delivering or purporting to execute or
deliver this Agreement or any documents or papers deposited or called for
hereunder.

       

      (k)           Escrow
Agent shall not be liable for the outlawing of any rights under any statute of
limitations with respect to these Joint Escrow Instructions or any documents
deposited with Escrow Agent.

       

      (l)           Escrow
Agent’s responsibilities as Escrow Agent hereunder shall terminate if Escrow
Agent shall cease to be the Secretary of the Company (or the Secretary’s
designee, if applicable) or if Escrow Agent shall resign by written notice to
each party.  In the event of any such termination, the Company may
appoint any officer or assistant officer of the Company or any other person as
successor Escrow Agent and the Participant hereby confirm the appointment of
such successor or successors as the Participant’s attorney-in-fact and agent to
the full extent of such successor Escrow Agent’s appointment.

       

      (m)           If
Escrow Agent reasonably requires other or further instruments in connection with
these Joint Escrow Instructions or obligations in respect hereto, the necessary
parties hereto shall join in furnishing such instruments.

       

      (n)           It
is understood and agreed that should any dispute arise with respect to the
delivery and/or ownership or right of possession of the securities, Escrow Agent
is authorized and directed to retain in its possession without liability to
anyone all or any part of such securities until such

       


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      dispute
shall have been settled either by mutual written agreement of the parties
concerned or by a final order, decree, or judgment of a court of competent
jurisdiction after the time for appeal has expired and no appeal has been
perfected, but Escrow Agent shall be under no duty whatsoever to institute or
defend any such proceedings.

       

      (o)           By
signing this Agreement below Escrow Agent becomes a party hereto only for the
purpose of the Joint Escrow Instructions; Escrow Agent does not become a party
to any other rights and obligations of this Agreement apart from those in this
Section 6.

       

      (p)           Escrow
Agent shall be entitled to employ such legal counsel and other experts as Escrow
Agent may deem necessary to properly advise Escrow Agent in connection with
Escrow Agent’s obligations hereunder.  Escrow Agent may rely upon the
advice of such counsel, and may pay such counsel reasonable compensation
therefor.  The Company shall be responsible for all fees generated by
such legal counsel in connection with Escrow Agent’s obligations
hereunder.

       

      (q)           These
Joint Escrow Instructions shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted
assigns.  It is understood and agreed that references to “Escrow
Agent” herein refer to the original Escrow Agent and to any and all successor
Escrow Agents.  It is understood and agreed that the Company may at
any time or from time to time assign its rights under the Agreement and these
Joint Escrow Instructions in whole or in part.

       

      7.           Legends.  The
Participating Company Group may at any time place legends referencing the
Reacquisition Right set forth in Section 2 above and any applicable federal
and/or state securities restrictions on all certificates representing shares of
Stock subject to the provisions of this Agreement.  The Participant
shall, at the request of the Participating Company Group, promptly present to
the Participating Company Group any and all certificates representing shares of
Stock acquired under this Agreement in the possession of the Participant in
order to effectuate the provisions of this Section.  Unless otherwise
specified by the Participating Company Group, legends placed on such
certificates may include but shall not be limited to the following:

      


      “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH
IN AN AGREEMENT BETWEEN THIS CORPORATION AND THE REGISTERED HOLDER, OR HIS OR
HER PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE
OF THE CORPORATION.”

      


      8.           Transfers in Violation of
Agreement. The Participant’s Award and any Unvested Shares are not
transferable, except by will or by the laws of descent and distribution. The
Company shall not be required (a) to transfer on its books any shares of the
Stock which shall have been sold or transferred in violation of any of the
provisions set forth in this Agreement, or (b) to treat as owner of such shares
or to accord the right to vote as such owner or to pay dividends to any
transferee to whom any such shares shall have been so transferred.

      


      9.           Tax
Matters.

      


      (a)           Tax Consequences.
The Participant acknowledges and agrees that the Participant has reviewed with
the Participant’s own tax advisors the federal, state, local and foreign tax
consequences of the Award and the transactions contemplated by this Agreement,
or has knowingly and voluntarily declined to do so.  The Participant
shall rely solely on such advisors and not on any statements or representations
of the Company or any of its agents.  The Participant understands that
the Participant (and not the Company) shall be responsible for the Participant’s
own tax liability that may


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      arise as
a result of the Award or the transactions contemplated by this
Agreement.  The Participant acknowledges that the Participant shall be
solely responsible for making any filings or elections, including any election
under Section 83(b) of the Code, even if the Participant requests the Company or
its representatives to make any filing on the Participant’s behalf.

      


      (b)           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”), 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 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 this Agreement, the subsequent sale of the Stock, or the receipt of any
dividends, and (ii) do not commit to structure the terms of the grant or any
other aspect of this Agreement to reduce or eliminate the Participant’s
liability for Tax-Related Items. At the time the Participant vests in the Stock
or at any other time as reasonably requested by the Company or the Participating
Company Group, 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, the Participant
hereby authorizes the withholding of that number of whole vested shares
otherwise deliverable to the Participant pursuant to this 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 be withheld with a value exceeding the minimum amount of tax required to
be withheld by law. Finally, the Participant 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 the Participant’s participation in the Plan that cannot be
satisfied by the means previously described. The Participant expressly
acknowledges and agrees that the Company may withhold from any compensation paid
to the Participant by the Company in partial or full satisfaction of the
withholdings contemplated by this Section.

      


      10.           Acknowledgement. By
accepting this Agreement, the Participant acknowledges that:

      


      (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 Board at any
time, unless otherwise provided in the Plan and this Agreement;

      


      (b)           this
grant 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 Board;

      


      (d)           the
Participant’s participation in the Plan shall not create a right to further
employment 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 the Participant’s employment relationship at any time, with or without
cause;

      


      (e)           the
Participant is 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,


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      end-of-service
payments, bonuses, long-service awards, pension or retirement benefits or
similar payments;

      


      (g)           in
the event that the Participant is not an employee of the Company, this Agreement
will not be interpreted to form an employment contract or relationship with the
Company; and furthermore, this Agreement will not be interpreted to form an
employment contract with the other members of the Participating Company
Group;

      


      (h)           the
future value of the Stock is unknown and cannot be predicted with certainty;
and

      


      (i)           no
claim or entitlement to compensation or damages arises from termination of this
Award or diminution in value of the Stock issued resulting from termination of
the Participant’s Service with the Company or the Participating Company Group
(for any reason whether or not in breach of applicable labor laws), and the
Participant irrevocably releases 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
accepting this Agreement, the Participant shall be deemed irrevocably to have
waived the Participant’s entitlement to pursue such a claim.

      


      11.           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 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 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 Agreement and U.S. financial
reports of the Company, may be delivered to the Participant
electronically.  In addition, the Participant may deliver
electronically any notices called for by this Agreement.  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 Board’s discretion.

      


      (b)           Consent to Electronic
Delivery.  The Participant acknowledges and consents to the
electronic delivery of the Plan documents and notice pursuant to this
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.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      12.           Successors and
Assigns.  This Agreement shall inure to the benefit of the
successors and assigns of the Company and, subject to the restrictions on
transfer herein set forth, be binding upon Participant, his or her heirs,
executors, administrators, successors and assigns.

      


      13.           Securities Law
Compliance. The grant and issuance of the Stock under this Award shall be
subject to compliance with all applicable requirements of federal, state or
foreign law with respect to such securities. The Participant 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, the Participant 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 Agreement, 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.

      


      14.           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.

      


      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 any 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.  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


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      consent,
the Participant understands that he or she may contact the Participant’s local
human resources representative.

      


      15.           Integrated
Agreement.  This Agreement, together with the Superseding
Agreement, if any, and the Plan constitutes 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.  In the
event of any conflict between the provisions of this Agreement and those of the
Plan, the provisions of the Plan shall control.  In the event of any
conflict between the provisions of this Agreement and/or the Plan and the
provisions of the Superseding Agreement, the Superseding Agreement shall
control.

      


      16.           Applicable Law and
Venue.  This 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 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
Agreement is made and/or performed.

      


      17.           Application of Code Section
409A.  Notwithstanding
any other provision of this Agreement, to the extent that (i) one or more
of the payments or benefits received or to be received by the Participant
pursuant to this Agreement would constitute deferred compensation subject to the
requirements of Code Section 409A, and (ii) the Participant is a “specified
employee” within the meaning of Code Section 409A, then such payment or benefit
(or portion thereof) will be delayed until the earliest date following the
Participant’s “separation from service” with the Participating Company Group
within the meaning of Code Section 409A on which the Company can provide such
payment or benefit to the Participant without the Participant’s incurrence of
any additional tax or interest pursuant to Code Section 409A, with all payments
or benefits due thereafter occurring in accordance with the original
schedule.  In addition, this Award and the payments and benefits to be
provided hereunder are intended to comply in all respects with the applicable
provisions of Code Section 409A.

      


      
        	
                ADOBE
      SYSTEMS INCORPORATED

              	
                ESCROW
      AGENT

              
	
                By:
      ­­­­­__________________________________

                Shantanu
      Narayen

                Chief
      Executive Officer

                Adobe
      Systems Incorporated

                Address:        345
      Park Avenue

                San Jose, CA
      95110-2704

              	
                By:
      ­­­­­__________________________________

                [Designee
      of Corporate Secretary]

                [Title]

                Adobe
      Systems Incorporated

                Address:        345
      Park Avenue

                San Jose, CA
      95110-2704

              


      

      


      The
Participant represents that he or she is familiar with the terms and provisions
of this Agreement and hereby accepts the Stock subject to all of the terms and
provisions thereof.  The Participant hereby agrees


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      to accept
as binding, conclusive and final all decisions or interpretations of the Board
upon any questions arising under this Agreement.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      Exhibit A

      


      Restricted
Stock Award

      Determination
of Vesting

      


      


      This Exhibit A is attached
to the Restricted Stock Award Grant Agreement between ________________ and Adobe
Systems Incorporated, dated __________________, covering
_______________ shares
and is incorporated by reference therein.

      


      Vesting
Schedule:  [Except as otherwise provided in a Superseding
Agreement, the Award shall vest as to 1/3rd of the shares of Stock subject to
the Award on the one year anniversary of the Grant Date (the “First Vesting
Date”), and thereafter as to 1/3rd of the shares of Stock subject to the Award
on each of the second and third anniversaries of the Grant Date (each such date,
a “Vesting Date”), so that the Award will be fully vested as of the third
anniversary of the Grant Date; provided, however, that the Participant continues
to render Service through each such vesting date.]

      



      
        
           


        

        
          11