ex10_63.htm


    
      EXHIBIT
10.63

      ADOBE
SYSTEMS INCORPORATED

      2009
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

      (Effective
November 29, 2008)

      


      Cash
Compensation

       

      Board
Member Annual Retainer

       

      
        	
                •  

              	
                $50,000
      annual fee

              


      

       

      Board
Chair Annual Retainer

       

      
        	
                •  

              	
                $50,000
      annual fee for each Co-Chair

              


      

       

      Committee
Member Annual Retainers

       

      
        	
                •  

              	
                Audit
      Committee – $20,000 annual fee

              


      

       

      
        	
                •  

              	
                Executive
      Compensation Committee – $15,000 annual
fee

              


      

       

      
        	
                •  

              	
                Nominating
      and Governance Committee – $7,500 annual
fee

              


      

       

      Committee
Chair Retainers

       

      
        	
                •  

              	
                Audit
      Committee – $40,000 annual fee

              


      

       

      
        	
                •  

              	
                Executive
      Compensation Committee – $30,000 annual
fee

              


      

       

      
        	
                •  

              	
                Nominating
      and Governance Committee – $15,000 annual
fee

              


      

       

      All cash
compensation is earned on a fiscal year basis, paid quarterly.

       

      Each
Director may elect to defer 5% to 100% of his or her cash compensation in the
Adobe Deferred Compensation Plan by timely submitting an election to the
Company.

       

      Equity
Compensation

       

      Initial
Equity Grant

       

      
        	
                •  

              	
                A
      restricted stock unit award will be granted to each Director on the day he
      or she joins the Board of Directors and shall have an aggregate value of
      $450,000 (Note: Directors receiving an initial award will not be eligible
      to receive an annual award until the second Annual Meeting of Stockholders
      after joining the Board. Directors who first join the Board upon being
      elected at an Annual Meeting of Stockholders will receive an annual award
      at the next year’s Annual Meeting, as their second Annual
      Meeting)

              


      

       

      
        	
                •  

              	
                Target
      grant value converted to restricted stock units is based on the average
      stock price over the 30 calendar days ending on the day before the date of
      grant

              


      

       

      
        	
                •  

              	
                The
      initial equity award will vest over a two-year period, 50% each year on
      the anniversary of the grant date

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ADOBE
SYSTEMS INCORPORATED

      2009
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

      (Effective
November 29, 2008)

      


      Annual
Equity Grant

       

      
        	
                •  

              	
                An
      annual equity award will be granted on the business day immediately
      following the date of our Annual Meeting of Stockholders and shall have an
      aggregate value of $210,000

              


      

       

      
        	
                •  

              	
                Directors
      may elect to receive their annual equity award in the form of 100% stock
      options, 100% restricted stock units or 50% of
  each

              


      

       

      
        	
                •  

              	
                Annual
      award elections must be made in accordance with the submission dates set
      by Company, but in no event may the election be made after the beginning
      of the fiscal year in which the equity grant will be made. If the Company
      does not timely receive an equity grant election from any Director, the
      equity award to that Director will automatically be granted in the form of
      100% restricted stock units

              


      

       

      
        	
                •  

              	
                Target
      grant value converted to restricted stock units is based on the average
      stock price over the 30 calendar days ending on the day before the date of
      grant

              


      

       

      
        	
                •  

              	
                Target
      grant value converted to stock options is based on 3:1 conversion of
      restricted stock units to stock
options

              


      

       

      
        	
                •  

              	
                All
      stock options will have a term of seven
years

              


      

       

      
        	
                •  

              	
                The
      annual equity award will vest 100% on the day immediately preceding the
      date of our next Annual Meetings of
Stockholders

              


      

       

      Each
Director may elect to defer either 0% or 100% (per vesting tranche) of his or
her restricted stock unit award in the Adobe Deferred Compensation Plan by
timely submitting an election.

       

      All
equity grants are subject to our Stock Ownership Guidelines.

       

      This
policy will be reviewed annually.