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Exhibit 10.70  


 
  ADOBE SYSTEMS INCORPORATED
  1997 EMPLOYEE STOCK PURCHASE PLAN
  (as amended by the Board through September 20, 2000)    



    1.  Purpose and Term of Plan.  


        1.1  Purpose.  The purpose of the Adobe Systems Incorporated 1997 Employee Stock
Purchase Plan (the "Plan") is to provide Eligible Employees of the Participating Company Group with an opportunity to acquire a proprietary interest in the Company through the purchase of Stock. The
Company intends that the Plan qualify as an "employee stock purchase plan" under Section 423 of the Code (including any amendments or replacements of such section), and the Plan shall be so
construed. 


        1.2  Term of Plan.  The Plan shall continue in effect until the earlier of its
termination by the Board or the date on which all of the shares of Stock available for issuance under the Plan have been issued. 


    2.  Definitions and Construction.  


        2.1  Definitions.  Any term not expressly defined in the Plan but defined for
purposes of Section 423 of the Code shall have the same definition herein. Whenever used herein, the following terms shall have their respective meanings set forth below: 



            (a) "Board" means the Board of Directors of the Company. If one or more Committees have been appointed by the Board to
administer the Plan, "Board" also means such Committee(s). 


            (b) "Code" means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder. 


            (c) "Committee" means a committee of the Board duly appointed to administer the Plan and having such powers as shall be
specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without limitation, the
power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law. 


            (d) "Company" means Adobe Systems Incorporated, a Delaware corporation, or any successor corporation thereto. 


            (e) "Compensation" means, with respect to any Offering Period, base wages or salary, overtime, bonuses, commissions,
shift differentials, payments for paid time off, payments in lieu of notice, and compensation deferred under any program or plan, including, without limitation, pursuant to Section 401(k) or
Section 125 of the Code. Compensation shall be limited to amounts actually payable in cash or deferred during the Offering Period. Compensation shall not include moving allowances, payments
pursuant to a severance agreement, termination pay, relocation payments, sign-on bonuses, any amounts directly or indirectly paid pursuant to the Plan or any other stock purchase or stock
option plan, or any other compensation not included above. 


            (f)  "Eligible Employee" means an Employee who meets the requirements set forth in Section 5 for eligibility to
participate in the Plan. 


            (g) "Employee" means a person treated as an employee of a Participating Company for purposes of Section 423 of
the Code. A Participant shall be deemed to have ceased to be an Employee either upon an actual termination of employment or upon the corporation employing the Participant ceasing to be a
Participating Company. For purposes of the Plan, an individual shall not be deemed to have ceased to be an Employee while such individual is on a bona fide leave of absence approved by the 


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Company of ninety (90) days or less. In the event an individual's leave of absence exceeds ninety (90) days, the individual shall be deemed to have ceased to be an Employee on the
ninety-first (91st) day of such leave unless the individual's right to reemployment with the Participating Company Group is guaranteed either by statute or by contract. The Company shall determine in
good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual's employment or termination of employment,
as the case may be. All such determinations by the Company shall be, for purposes of an individual's participation in or other rights under the Plan as of the time of the Company's determination,
final, binding and conclusive, notwithstanding that the Company or any governmental agency subsequently makes a contrary determination. 



            (h) "Fair Market Value" means, as of any date, if there is then a public market for the Stock, the closing sale price
of a share of Stock (or the mean of the closing bid and asked prices if the Stock is so quoted instead) as quoted on the Nasdaq National Market, the Nasdaq Small-Cap Market or such other
national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal 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 Board, in its sole discretion.
If there is then no public market for the Stock, the Fair Market Value on any relevant date shall be as determined by the Board without regard to any restriction other than a restriction which, by its
terms, will never lapse. 


            (i)  "Offering" means an offering of Stock as provided in Section 6. 


            (j)  "Offering Date" means, for any Offering Period, the first day of such Offering Period. 



            (k) "Offering Period" means a period established in accordance with Section 6.1. 


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


            (m) "Participant" means an Eligible Employee who has become a participant in an Offering Period in accordance with
Section 7 and remains a participant in accordance with the Plan. 



            (n) "Participating Company" means the Company or any Parent Corporation or Subsidiary Corporation designated by the
Board as a corporation the Employees of which may, if Eligible Employees, participate in the Plan. The Board shall have the sole and absolute discretion to determine from time to time which Parent
Corporations or Subsidiary Corporations shall be Participating Companies. 


            (o) "Participating Company Group" means, at any point in time, the Company and all other corporations collectively
which are then Participating Companies. 


            (p) "Purchase Date" means, for any Purchase Period, the last day of such period. 


            (q) "Purchase Period" means a period established in accordance with Section 6.2. 


            (r) "Purchase Price" means the price at which a share of Stock may be purchased under the Plan, as determined in
accordance with Section 9. 


            (s) "Purchase Right" means an option granted to a Participant pursuant to the Plan to purchase such shares of Stock as
provided in Section 8, which the Participant may or may not exercise during the Offering Period in which such option is outstanding. Such option arises from the right of a Participant to
withdraw any accumulated payroll deductions of the Participant not previously applied to the purchase of Stock under the Plan and to terminate participation in the Plan at any time during an Offering
Period. 


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            (t)  "Stock" means the common stock of the Company, as adjusted from time to time in accordance with
Section 4.2. 


            (u) "Subscription Agreement" means a written agreement in such form as specified by the Company, stating an Employee's
election to participate in the Plan and authorizing payroll deductions under the Plan from the Employee's Compensation. 



            (v) "Subscription Date" means the last business day prior to the Offering Date of an Offering Period or such earlier
date as the Company shall establish. 


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


        2.2  Construction.  Captions and titles contained herein are for convenience only
and shall not affect the meaning or interpretation of any provision of the Plan. 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. 


    3.  Administration.  


        3.1  Administration by the Board.  The Plan shall be administered by the Board,
including any duly appointed Committee of the Board. All questions of interpretation of the Plan, of any form of agreement or other document employed by the Company in the administration of the Plan,
or of any Purchase Right shall be determined by the Board and shall be final and binding upon all persons having an interest in the Plan or the Purchase Right. Subject to the provisions of the Plan,
the Board shall determine all of the relevant terms and conditions of Purchase Rights granted pursuant to the Plan; provided, however, that all Participants granted Purchase Rights pursuant to the
Plan shall have the same rights and privileges within the meaning of Section 423(b)(5) of the Code. All expenses incurred in connection with the administration of the Plan shall be paid by the
Company. 


        3.2  Authority of Officers.  Any officer of the Company shall have the authority
to act on behalf of the Company with respect to any matter, right, obligation, determination or election that is the responsibility of or that is allocated to the Company herein, provided that the
officer has apparent authority with respect to such matter, right, obligation, determination or election. 


        3.3  Policies and Procedures Established by the Company.  The Company may, from
time to time, consistent with the Plan and the requirements of Section 423 of the Code, establish, change or terminate such rules, guidelines, policies, procedures, limitations, or adjustments
as deemed advisable by the Company, in its sole discretion, for the proper administration of the Plan, including, without limitation, (a) a minimum payroll deduction amount required for
participation in an Offering, (b) a limitation on the frequency or number of changes permitted in the rate of payroll deduction during an Offering, (c) an exchange ratio applicable to
amounts withheld in a currency other than United States dollars, (d) a payroll deduction greater than or less than the amount designated by a Participant in order to adjust for the Company's
delay or mistake in processing a Subscription Agreement or in otherwise effecting a Participant's election under the Plan or as advisable to comply with the requirements of Section 423 of the
Code, and (e) determination of the date and manner by which the Fair Market Value of a share of Stock is determined for purposes of administration of the Plan. 


    4.  Shares Subject to Plan.  


        4.1  Maximum Number of Shares Issuable.  Subject to adjustment as provided in
Section 4.2, and effective upon approval by the stockholders of the Company, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be thirty-eight million
(38,000,000) and shall consist of authorized but unissued or reacquired shares of Stock, or any combination thereof. If an outstanding 


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Purchase Right for any reason expires or is terminated or canceled, the shares of Stock allocable to the unexercised portion of such Purchase Right shall again be available for issuance under the
Plan. 


        4.2  Adjustments for Changes in Capital Structure.  In the event of any stock
dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, or in the event of any merger (including a merger
effected for the purpose of changing the Company's domicile), sale of assets or other reorganization in which the Company is a party, appropriate adjustments shall be made in the number and class of
shares subject to the Plan and each Purchase Right and in the Purchase Price. If a majority of the shares which are of the same class as the shares that are subject to outstanding Purchase Rights 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 Board may unilaterally amend the outstanding Purchase Rights to provide that such Purchase Rights are exercisable for New Shares. In the event of any such
amendment, the number of shares subject to, and the Purchase Price of, the outstanding Purchase Rights shall be adjusted in a fair and equitable manner, as determined by the Board, in its sole
discretion. Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to this Section 4.2 shall be rounded down to the nearest whole number, and in no event may
the Purchase Price be decreased to
an amount less than the par value, if any, of the stock subject to the Purchase Right. The adjustments determined by the Board pursuant to this Section 4.2 shall be final, binding and
conclusive. 


    5.  Eligibility.  


        5.1  Employees Eligible to Participate.  Each Employee of a Participating Company
is eligible to participate in the Plan and shall be deemed an Eligible Employee, except the following: 



            (a) Any
Employee who is customarily employed by the Participating Company Group for less than twenty (20) hours per week; or 


            (b) Any
Employee who is customarily employed by the Participating Company Group for not more than five (5) months in any calendar year. 


        5.2  Exclusion of Certain Stockholders.  Notwithstanding any provision of the
Plan to the contrary, no Employee shall be granted a Purchase Right under the Plan if, immediately after such grant, such Employee would own or hold options to purchase stock of the Company or of any
Parent Corporation or Subsidiary Corporation possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of such corporation, as determined in accordance
with Section 423(b)(3) of the Code. For purposes of this Section 5.2, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of such
Employee. 


    6.  Offerings.  


        6.1  Offering Periods.  Effective for Offerings beginning on and after
January 1, 2001, except as otherwise set forth below, the Plan shall be implemented by Offerings of approximately twenty-four (24) months duration or such other duration as
the Board shall determine. Offering Periods shall commence on or about January 1 and July 1 of each year and end on or about the second December 31 and June 30,
respectively, occurring thereafter. The initial Offering Period shall commence on July 1, 1997. Notwithstanding the foregoing, the Board may establish a different duration for one or more
future Offering Periods or different commencing or ending dates for such Offering Periods; provided,
however, that no Offering Period may have a duration exceeding twenty-seven (27) months. If the first or last day of an Offering Period is not a day on which the national securities exchanges
or Nasdaq Stock Market are open for trading, the Company shall specify the trading day that will be deemed the first or last day, as the case may be, of the Offering Period. 


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        6.2  Purchase Periods.  Effective for Offerings beginning on and after
January 1, 2001, each Offering Period shall consist of four (4) consecutive Purchase Periods of approximately six (6) months duration, or such other number or duration as the
Board shall determine. A Purchase Period commencing on or about January 1 shall end on or about the next June 30. A Purchase Period commencing on or about July 1 shall end on or
about the next December 31. Notwithstanding the foregoing, the Board may establish a different duration for one or more future Purchase Periods or different commencing or ending dates for such
Purchase Periods. If the first or last day of a Purchase Period is not a day on which the national securities exchanges or Nasdaq Stock Market are open for trading, the Company shall specify the
trading day that will be deemed the first or last day, as the case may be, of the Purchase Period. 


    7.  Participation in the Plan.  


        7.1  Initial Participation.  An Eligible Employee may become a Participant in an
Offering Period by delivering a properly completed Subscription Agreement to the office designated by the Company not later than the close of business for such office on the Subscription Date
established by the Company for such Offering Period. An Eligible Employee who does not deliver a properly completed Subscription Agreement to the Company's designated office on or before the
Subscription Date for an Offering Period shall not participate in the Plan for that Offering Period or for any subsequent Offering Period unless such Eligible Employee subsequently delivers a properly
completed Subscription Agreement to the appropriate office of the Company on or before the Subscription Date for such subsequent Offering Period. An Employee who becomes an Eligible Employee on or
after the Offering Date of an Offering Period shall not be eligible to participate in such Offering Period but may participate in any subsequent Offering Period provided such Employee is still an
Eligible Employee as of the Offering Date of such subsequent Offering Period. 


        7.2  Continued Participation.  A Participant shall automatically participate in
the next Offering Period commencing immediately after the final Purchase Date of each Offering Period in which the Participant participates provided that such Participant remains an Eligible Employee
on the Offering Date of the new Offering Period and has not either (a) withdrawn from the Plan pursuant to Section 12.1 or (b) terminated employment as provided in
Section 13. A Participant who may automatically participate in a subsequent Offering Period, as provided in this Section 7.2, is not required to deliver any additional
Subscription Agreement for the subsequent Offering Period in order to continue participation in the Plan. However, a Participant may deliver a new Subscription Agreement for a subsequent Offering
Period in accordance with the procedures set forth in Section 7.1 if the Participant desires to change any of the elections contained in the Participant's then effective Subscription Agreement.
Eligible Employees may not participate simultaneously in more than one Offering. 


    8.  Right to Purchase Shares.  


        8.1  Grant of Purchase Right.  Except as set forth below, on the Offering Date of
each Offering Period, each Participant in such Offering Period shall be granted automatically a Purchase Right consisting of an option to purchase five thousand (5,000) shares of Stock. No Purchase
Right shall be granted on an Offering Date to any person who is not, on such Offering Date, an Eligible Employee. 



        8.2  Pro Rata Adjustment of Purchase Right.  Notwithstanding the provisions of
Section 8.1, if the Board establishes an Offering Period of less than twenty-three and one-half (231/2) months or more than twenty-four and
one-half (241/2) months in duration, the number of whole shares of Stock subject to a Purchase Right shall be determined by multiplying 208.33 shares by the number of months
(rounded to the nearest whole month) in the Offering Period and disregarding any resulting fractional share. 


        8.3  Calendar Year Purchase Limitation.  Notwithstanding any provision of the
Plan to the contrary, no Purchase Right shall entitle a Participant to purchase shares of Stock under the Plan at a rate which, when aggregated with such Participant's rights to purchase shares under
all other employee stock 


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purchase plans of a Participating Company intended to meet the requirements of Section 423 of the Code, exceeds Twenty-Five Thousand Dollars ($25,000) in Fair Market Value (or such
other limit, if any, as may be imposed by the Code) for each calendar year in which such Purchase Right has been outstanding at any time. For purposes of the preceding sentence, the Fair Market Value
of shares purchased during a given Offering Period shall be determined as of the Offering Date for such Offering Period. The limitation described in this Section 8.3 shall be applied in
conformance with applicable regulations under Section 423(b)(8) of the Code. 


    9.  Purchase Price.  The Purchase Price at which each share of Stock may be acquired in an Offering
Period upon the exercise of all or any portion of a Purchase Right shall be established by the Board; provided, however, that the Purchase Price shall not be less than eighty-five percent
(85%) of the lesser
of (a) the Fair Market Value of a share of Stock on the Offering Date of the Offering Period or (b) the Fair Market Value of a share of Stock on the Purchase Date. Unless otherwise
provided by the Board prior to the commencement of an Offering Period, the Purchase Price for that Offering Period shall be eighty-five percent (85%) of the lesser of (a) the Fair
Market Value of a share of Stock on the Offering Date of the Offering Period, or (b) the Fair Market Value of a share of Stock on the Purchase Date. 


    10.  Accumulation of Purchase Price through Payroll Deduction.  Shares of Stock acquired pursuant to the
exercise of all or any portion of a Purchase Right may be paid for only by means of payroll deductions from the Participant's Compensation accumulated during the Offering Period for which such
Purchase Right was granted, subject to the following: 


        10.1  Amount of Payroll Deductions.  Except as otherwise provided herein, the
amount to be deducted under the Plan from a Participant's Compensation on each payday during an Offering Period shall be determined by the Participant's Subscription Agreement. The Subscription
Agreement shall set forth the percentage of the Participant's Compensation to be deducted on each payday during an Offering Period in whole percentages of not less than one percent (1%) (except as a
result of an election pursuant to Section 10.3 to stop payroll deductions made effective following the first payday during an Offering) or more than twenty-five percent (25%).
Notwithstanding the foregoing, the Board may change the limits on payroll deductions effective as of any future Offering Date. 


        10.2  Commencement of Payroll Deductions.  Payroll deductions shall commence on
the first payday following the Offering Date and shall continue to the end of the Offering Period unless sooner altered or terminated as provided herein. 


        10.3  Election to Change or Stop Payroll Deductions.  During an Offering Period,
a Participant may elect to increase or decrease the rate of or to stop deductions from his or her Compensation by delivering to the Company's designated office an amended Subscription Agreement
authorizing such change on or before the "Change Notice Date." The "Change Notice Date" shall be a date prior to the beginning of the first pay period
for which such election is to be effective as established by the Company from time to time and announced to the Participants. A Participant who elects to decrease the rate of his or her payroll
deductions to zero percent (0%) shall nevertheless remain a Participant in the current Offering Period unless such Participant withdraws from the Plan as provided in Section 12.1. 


        10.4  Participant Accounts.  Individual bookkeeping accounts shall be maintained
for each Participant. All payroll deductions from a Participant's Compensation shall be credited to such Participant's Plan account and shall be deposited with the general funds of the Company. All
payroll deductions received or held by the Company may be used by the Company for any corporate purpose. 


        10.5  No Interest Paid.  Interest shall not be paid on sums deducted from a
Participant's Compensation pursuant to the Plan. 


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    11. Purchase of Shares.  


        11.1  Exercise of Purchase Right.  On each Purchase Date of an Offering Period,
each Participant who has not withdrawn from the Plan and whose participation in the Offering has not terminated before such Purchase Date shall automatically acquire pursuant to the exercise of the
Participant's Purchase Right the number of whole shares of Stock determined by dividing (a) the total amount of the Participant's payroll deductions accumulated in the Participant's Plan
account during the Offering Period and not previously applied toward the purchase of Stock by (b) the Purchase Price. However, in no event shall the number of shares purchased by the
Participant during an Offering Period exceed the number of shares subject to the Participant's Purchase Right. No shares of Stock shall be purchased on a Purchase Date on behalf of a Participant whose
participation in the Offering or the Plan has terminated before such Purchase Date. 


        11.2  Pro Rata Allocation of Shares.  In the event that the number of shares of
Stock which might be purchased by all Participants in the Plan on a Purchase Date exceeds the number of shares of Stock available in the Plan as provided in Section 4.1, the Company shall make
a pro rata allocation of the remaining shares in as uniform a manner as shall be practicable and as the Company shall determine to be equitable. Any fractional share resulting from such pro rata
allocation to any Participant shall be disregarded. 


        11.3  Delivery of Certificates.  As soon as practicable after each Purchase Date,
the Company shall arrange the delivery to each Participant, as appropriate, of a certificate representing the shares acquired by the Participant on such Purchase Date; provided that the Company may
deliver such shares to a broker that holds such shares in street name for the benefit of the Participant. Shares to be delivered to a Participant under the Plan shall be registered in the name of the
Participant, or, if requested by the Participant, in the name of the Participant and his or her spouse, or, if applicable, in the names of the heirs of the Participant. 


        11.4  Return of Cash Balance.  Any cash balance remaining in a Participant's Plan
account following any Purchase Date shall be refunded to the Participant as soon as practicable after such Purchase Date.
However, if the cash to be returned to a Participant pursuant to the preceding sentence is an amount less than the amount that would have been necessary to purchase an additional whole share of Stock
on such Purchase Date, the Company may retain such amount in the Participant's Plan account to be applied toward the purchase of shares of Stock in the subsequent Purchase Period or Offering Period,
as the case may be. 


        11.5  Tax Withholding.  At the time a Participant's Purchase Right is exercised,
in whole or in part, or at the time a Participant disposes of some or all of the shares of Stock he or she acquires under the Plan, the Participant shall make adequate provision for the foreign,
federal, state and local tax withholding obligations of the Participating Company Group, if any, which arise upon exercise of the Purchase Right or upon such disposition of shares, respectively. The
Participating Company Group may, but shall not be obligated to, withhold from the Participant's compensation the amount necessary to meet such withholding obligations. 


        11.6  Expiration of Purchase Right.  Any portion of a Participant's Purchase
Right remaining unexercised after the end of the Offering Period to which the Purchase Right relates shall expire immediately upon the end of the Offering Period. 


        11.7  Reports to Participants.  Each Participant who has exercised all or part of
his or her Purchase Right shall receive, as soon as practicable after the Purchase Date, a report of such Participant's Plan account setting forth the total payroll deductions accumulated prior to
such exercise, the number of shares of Stock purchased, the Purchase Price for such shares, the date of purchase and the cash balance, if any, remaining immediately after such purchase that is to be
refunded or retained in the Participant's Plan 


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account pursuant to Section 11.4. The report required by this Section may be delivered in such form and by such means, including by electronic transmission, as the Company may determine. 


    12. Withdrawal from Offering or Plan.  


        12.1  Voluntary Withdrawal from the Plan.  A Participant may withdraw from the
Plan by signing and delivering to the Company's designated office a written notice of withdrawal on a form provided by the Company for such purpose. Such withdrawal may be elected at any time prior to
the end of an Offering Period; provided, however, if a Participant withdraws from the Plan after the Purchase Date of a Purchase Period, the withdrawal shall not affect shares of Stock acquired by the
Participant on such
Purchase Date. A Participant who voluntarily withdraws from the Plan is prohibited from resuming participation in the Plan in the same Offering from which he or she withdrew, but may participate in
any subsequent Offering by again satisfying the requirements of Sections 5 and 7.1. The Company may impose, from time to time, a requirement that the notice of withdrawal from the Plan be on file with
the Company's designated office for a reasonable period prior to the effectiveness of the Participant's withdrawal. 


        12.2  Automatic Withdrawal From an Offering.  If the Fair Market Value of a share
of Stock on a Purchase Date other than the final Purchase Date of an Offering is less than the Fair Market Value of a share of Stock on the Offering Date of the Offering, then every Participant
automatically shall be (a) withdrawn from such Offering at the close of such Purchase Date and after the acquisition of shares of Stock for the Purchase Period and (b) enrolled in the
Offering commencing on the first business day subsequent to such Purchase Date. 


        12.3  Return of Payroll Deductions.  Upon a Participant's voluntary withdrawal
from the Plan pursuant to Sections 12.1 or automatic withdrawal from an Offering pursuant to Section 12.2, the Participant's accumulated payroll deductions which have not been applied toward
the purchase of shares of Stock (except, in the case of an automatic withdrawal pursuant to Section 12.2, for an amount necessary to purchase an additional whole share as provided in
Section 11.4) shall be returned as soon as practicable after the withdrawal, without the payment of any interest, to the Participant, and the Participant's interest in the Plan or the Offering,
as applicable, shall terminate. Such accumulated payroll deductions may not be applied to any other Offering under the Plan. 



    13.  Termination of Employment or Eligibility.  Upon a Participant's ceasing, prior to a Purchase Date,
to be an Employee of the Participating Company Group for any reason, including retirement, disability or death, or the failure of a Participant to remain an Eligible Employee, the Participant's
participation in the Plan shall terminate immediately. In such event, the payroll deductions credited to the Participant's Plan account since the last Purchase Date shall, as soon as practicable, be
returned to the Participant or, in the case of the Participant's death, to the Participant's legal representative, and all of the Participant's rights under the Plan shall terminate. Interest shall
not be paid on sums returned pursuant to this Section 13. A Participant whose participation has been so terminated may again become eligible to participate in the Plan by again satisfying the
requirements of Sections 5 and 7.1. 


    14. Transfer of Control.  


        14.1  Definitions.  


            (a) An
"Ownership Change Event" shall be deemed to have occurred if any of the following occurs with respect to the
Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the
Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (iv) a
liquidation or dissolution of the Company. 


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            (b) A "Transfer of Control" shall mean an Ownership Change Event or a series of related Ownership Change Events
(collectively, the "Transaction") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the
Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than
fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the
"Transferee Corporation(s)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without
limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case
may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple
Ownership Change Events are related, and its determination shall be final, binding and conclusive. 


        14.2  Effect of Transfer of Control on Purchase Rights.  In the event of a
Transfer of Control, the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the "Acquiring
Corporation"), shall assume the Company's rights and obligations under the Plan. If the Acquiring Corporation elects not to assume the Company's rights and obligations under
outstanding Purchase Rights, the Purchase Date of the then current Purchase Period shall be accelerated to a date before the date of the Transfer of Control specified by the Board, but the number of
shares of Stock subject to outstanding Purchase Rights shall not be adjusted. All Purchase Rights which are neither assumed by the Acquiring Corporation in connection with the Transfer of Control nor
exercised as of the date of the Transfer of Control shall terminate and cease to be outstanding effective as of the date of the Transfer of Control. 


    15.  Nontransferability of Purchase Rights.  A Purchase Right may not be transferred in any manner
otherwise than by will or the laws of descent and distribution and shall be exercisable during the lifetime of the Participant only by the Participant. 



    16.  Restriction on Issuance of Shares.  The issuance of shares under the Plan shall be subject to
compliance with all applicable requirements of foreign, federal or state law with respect to such securities. A Purchase Right may not be exercised if the issuance of shares upon such exercise would
constitute a violation of any applicable foreign, federal or state securities laws or other law or regulations or the requirements of any securities exchange or market system upon which the Stock may
then be listed. In addition, no Purchase Right may be exercised unless (a) a registration statement under the Securities Act of 1933, as amended, shall at the time of exercise of the Purchase
Right be in effect with respect to the shares issuable upon exercise of the Purchase Right, or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the
Purchase Right may be issued in accordance with the terms of an applicable exemption from the registration requirements of said Act. 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 under the Plan 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 a Purchase Right, 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. 


    17.  Rights as a Stockholder and Employee.  A Participant shall have no rights as a stockholder by virtue
of the Participant's participation in the Plan until the date of the issuance of a certificate for the shares purchased pursuant to the exercise of the Participant's Purchase Right (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 certificate is issued, except as provided in Section 4.2. Nothing herein shall confer upon a 


9





 


Participant any right to continue in the employ of the Participating Company Group or interfere in any way with any right of the Participating Company Group to terminate the Participant's employment
at any time. 


    18.  Legends.  The Company may at any time place legends or other identifying symbols referencing any
applicable foreign, federal or state securities law restrictions or any provision convenient in the administration of the Plan on some or all of the certificates representing shares of Stock issued
under the Plan. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to a Purchase Right in the
possession of the Participant in order to carry out the provisions of this Section. Unless otherwise specified by the Company, legends placed on such certificates may include but shall not be limited
to the following: 


    "THE
SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER UPON THE PURCHASE OF SHARES UNDER AN
EMPLOYEE STOCK PURCHASE PLAN AS DEFINED IN SECTION 423 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE TRANSFER AGENT FOR THE SHARES EVIDENCED HEREBY SHALL NOTIFY THE CORPORATION IMMEDIATELY OF
ANY TRANSFER OF THE SHARES BY THE REGISTERED HOLDER HEREOF. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE PLAN IN THE REGISTERED HOLDER'S NAME (AND NOT IN THE NAME OF ANY NOMINEE)." 


    19.  Notification of Sale of Shares.  The Company may require the Participant to give the Company prompt
notice of any disposition of shares acquired by exercise of a Purchase Right within two years from the date of granting such Purchase Right or one year from the date of exercise of such Purchase
Right. The Company may require that until such time as a Participant disposes of shares acquired upon exercise of a Purchase Right, the Participant shall hold all such shares in the Participant's name
(or, if elected by the Participant, in the name of the Participant and his or her spouse but not in the name of any nominee) until the lapse of the time periods with respect to such Purchase Right
referred to in the preceding sentence. The Company may direct that the certificates evidencing shares acquired by exercise of a Purchase Right refer to such requirement to give prompt notice of
disposition. 


    20.  Notices.  All notices or other communications by a Participant to the Company under or in connection
with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 



    21.  Indemnification.  In addition to such other rights of indemnification as they may have as members of
the Board or officers or employees of the Participating Company Group, members of the Board and any officers or employees of the Participating Company Group to whom authority to act for the Board or
the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any
right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for
gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer
to the Company, in writing, the opportunity at its own expense to handle and defend the same. 


    22.  Amendment or Termination of the Plan.  The Board may at any time amend or terminate the Plan, except
that (a) such termination shall not affect Purchase Rights previously granted under the Plan, except as permitted under the Plan, and (b) no amendment may adversely affect a Purchase
Right previously granted under the Plan (except to the extent permitted by the Plan or as may be necessary
to qualify the Plan as an employee stock purchase plan pursuant to Section 423 of the Code or to obtain 


10





 


qualification or registration of the shares of Stock under applicable foreign, federal or state securities laws). In addition, an amendment to the Plan must be approved by the stockholders of the
Company within twelve (12) months of the adoption of such amendment if such amendment would authorize the sale of more shares than are authorized for issuance under the Plan or would change the
definition of the corporations that may be designated by the Board as Participating Companies. 


    23.  Continuation of Plan Terms as to Outstanding Purchase Rights.  Any other provision of the Plan to
the contrary notwithstanding, the terms of the Plan prior to amendment (other than the maximum aggregate number of shares of Stock issuable thereunder) shall remain in effect and apply to all Purchase
Rights granted pursuant to the Plan prior to amendment. 


    IN
WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing Adobe Systems Incorporated 1997 Employee Stock Purchase Plan, as amended, was duly adopted by
the Board of Directors of the Company on September 20, 2000. 



	

 	
 	

/s/ COLLEEN M. POULIOT   
 Secretary






11







 
 

ADOBE SYSTEMS INCORPORATED
  1997 EMPLOYEE STOCK PURCHASE PLAN
  SUBSCRIPTION AGREEMENT    
  



A.  Original
Application for participation commencing with the Offering Period beginning            , 200 . 


B.  Change
in Payroll Deduction percentage effective with the pay period ending            , 200 . 




    I
hereby elect to participate in the 1997 Employee Stock Purchase Plan (the "Plan") of Adobe Systems Incorporated (the
"Company") and subscribe to purchase shares of the Company's common stock as determined in accordance with this Subscription Agreement and the Plan. 


    I
hereby authorize payroll deductions in the amount of     percent (in whole percentages not less than 1% (unless an election to stop deductions is being made) or
more than 25%) of my "Compensation" (as defined in the Plan) on each payday throughout the "Offering
Period" (as defined in the Plan) in accordance with the Plan. I understand that these payroll deductions will be accumulated for the purchase of shares of the Company's common
stock at the applicable purchase price determined in accordance with the Plan. I understand that, except as otherwise set forth in the Plan, I will automatically purchase shares on each Purchase Date
under the Plan unless I withdraw from the Plan by giving written notice on a form provided by the Company or unless my employment terminates. 


    I
understand that I will automatically participate in each subsequent Offering which commences immediately after the last day of an Offering in which I am participating under the Plan
until such time as I file with the Company a notice of withdrawal from the Plan on a form provided by the Company or my employment terminates. 



    Shares
I purchase under the Plan should be issued in the name(s) set forth below. (Shares may be issued either in the participant's name alone or together with the participant's
spouse as community property or in joint tenancy.) 


    NAME: 





    ADDRESS: 







    MY
SOCIAL SECURITY NUMBER: 





    I
agree to make adequate provision for the foreign, federal, state and local tax withholding obligations, if any, which may arise upon my purchase of shares under the Plan and/or
disposition of shares I acquired under the Plan. The Company may, but will not be obligated to, withhold from my compensation the amount necessary to meet such withholding obligations. I agree that
until I dispose of the shares, unless otherwise permitted by the Company, I will hold all shares I acquire under the Plan in the name entered above (and not in the name of any nominee) for at least
two (2) years from the first day of the Offering Period in which, and at least one (1) year from the Purchase Date on which, I acquired such shares. I further
agree that I will notify the Chief Financial Officer of the Company in writing within 30 days after any transfer of such shares prior to the end of the periods referred to in the preceding
sentence.


    I
am familiar with the provisions of the Plan and agree to participate in the Plan subject to all of its provisions. I understand that the Board of Directors of the Company reserves
the right to terminate the Plan or to amend the Plan and my right to purchase stock under the Plan to the extent provided by the Plan. I understand that the effectiveness of this Subscription
Agreement is dependent upon my eligibility to participate in the Plan. 



	Date: 
	 	Signature: 

	

 	
 	

Name Printed: 








 
 

ADOBE SYSTEMS INCORPORATED
  1997 EMPLOYEE STOCK PURCHASE PLAN
  NOTICE OF WITHDRAWAL    
  


    I hereby elect to withdraw from the offering of the common stock of Adobe Systems Incorporated under the 1997 Employee Stock Purchase Plan (the
"Plan") which began on            , 200 and in which I am currently participating (the "Current
Offering"). 



 Elect either A or B below:  


	A.
	I
elect to terminate immediately my participation in the Current Offering and in the Plan. 





I
request that all payroll deductions credited to my account under the Plan (if any) not previously used to purchase shares under the Plan shall not be used to purchase shares on the last day of the
Current Offering. Instead, I request that all such amounts be paid to me as soon as practicable. I understand that this election immediately terminates my interest in the Current Offering and in the
Plan. 



	B.
	I
elect to terminate my participation in the Current Offering and in the Plan following my purchase of shares on next Purchase Date in the Current Offering. 





I
request that all payroll deductions credited to my account under the Plan (if any) not previously used to purchase shares under the Plan shall be used to purchase shares on the next Purchase Date of
the Current Offering to the extent permitted by the Plan. I understand that this election will terminate my interest in the Current Offering and in the Plan immediately following such purchase. I
request that any cash balance remaining in my account under the Plan after my purchase of shares be paid to me as soon as practicable. 





    I
understand that by making this election I am terminating my interest in the Plan and that no further payroll deductions will be made unless I elect in accordance with the Plan to
become a participant in another offering under the Plan by filing a new Subscription Agreement with the Company. 



	Date: 
	 	Signature: 

	

 	
 	

Name Printed: 












QuickLinks


ADOBE SYSTEMS INCORPORATED 1997 EMPLOYEE STOCK PURCHASE PLAN (as amended by the Board through September 20, 2000)


ADOBE SYSTEMS INCORPORATED 1997 EMPLOYEE STOCK PURCHASE PLAN SUBSCRIPTION AGREEMENT

ADOBE SYSTEMS INCORPORATED 1997 EMPLOYEE STOCK PURCHASE PLAN NOTICE OF WITHDRAWAL