Exhibit 10.23
ADOBE SYSTEMS INCORPORATED
2005 EQUITY INCENTIVE ASSUMPTION PLAN
(as amended January 24, 2008)
1.
ESTABLISHMENT, PURPOSE AND TERM OF PLAN.
1.1
ESTABLISHMENT.
ADOBE SYSTEMS INCORPORATED, A DELAWARE CORPORATION,
HEREBY ESTABLISHES THE ADOBE SYSTEMS INCORPORATED 2005 EQUITY INCENTIVE
ASSUMPTION PLAN (THE "PLAN") EFFECTIVE AS OF DECEMBER 3, 2005 (THE "EFFECTIVE
DATE").
1.2
BACKGROUND AND PURPOSE.
THE PLAN IS ESTABLISHED IN CONNECTION
WITH THE ACQUISITION BY THE COMPANY OF MACROMEDIA, INC. AND IS INTENDED TO
COMPLY WITH RULE 4350(I)(1)(A)(III) OF THE NASDAQ QUALITATIVE LISTING
REQUIREMENTS.
THE PURPOSE OF THE PLAN IS TO ADVANCE THE INTERESTS OF THE
PARTICIPATING COMPANY GROUP AND ITS STOCKHOLDERS BY PROVIDING AN INCENTIVE TO
ATTRACT, RETAIN AND REWARD PERSONS PERFORMING SERVICES FOR THE PARTICIPATING
COMPANY GROUP AND BY MOTIVATING SUCH PERSONS TO CONTRIBUTE TO THE GROWTH AND
PROFITABILITY OF THE PARTICIPATING COMPANY GROUP.
THE PLAN SEEKS TO ACHIEVE
THIS PURPOSE BY PROVIDING FOR AWARDS IN THE FORM OF OPTIONS, STOCK APPRECIATION
RIGHTS, STOCK PURCHASE RIGHTS, STOCK BONUSES, PERFORMANCE SHARES AND PERFORMANCE
UNITS.
OUTSTANDING AWARDS SHALL CONTINUE TO BE GOVERNED BY AND ADMINISTERED
UNDER THE TERMS OF THE MACROMEDIA PLANS PURSUANT TO WHICH THEY ORIGINALLY WERE
GRANTED.
AWARDS GRANTED ON OR AFTER THE EFFECTIVE DATE SHALL BE SUBJECT TO THE
TERMS OF THIS PLAN.
1.3
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 AND ALL RESTRICTIONS ON
SUCH SHARES UNDER THE TERMS OF THE PLAN AND THE AGREEMENTS EVIDENCING AWARDS
GRANTED UNDER THE PLAN HAVE LAPSED; PROVIDED, HOWEVER, THAT NO AWARDS MAY BE
MADE FROM RESERVE A AFTER AUGUST 1, 2009, AND NO AWARDS MAY BE MADE FROM RESERVE
B AFTER NOVEMBER 10, 2014.
2.
DEFINITIONS AND CONSTRUCTION.
2.1
DEFINITIONS.
WHENEVER USED HEREIN, THE FOLLOWING TERMS SHALL HAVE
THEIR RESPECTIVE MEANINGS SET FORTH BELOW:
(A)
"AFFILIATE" MEANS (I) AN ENTITY, OTHER THAN A PARENT CORPORATION,
THAT DIRECTLY, OR INDIRECTLY THROUGH ONE OR MORE INTERMEDIARY ENTITIES, CONTROLS
THE COMPANY OR (II) AN ENTITY, OTHER THAN A SUBSIDIARY CORPORATION, THAT IS
CONTROLLED BY THE COMPANY DIRECTLY, OR INDIRECTLY THROUGH ONE OR MORE
INTERMEDIARY ENTITIES.
FOR THIS PURPOSE, THE TERM "CONTROL" (INCLUDING THE TERM
"CONTROLLED BY") MEANS THE POSSESSION, DIRECT OR INDIRECT, OF THE POWER TO
DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT AND POLICIES OF THE RELEVANT
ENTITY, WHETHER THROUGH THE OWNERSHIP OF VOTING SECURITIES, BY CONTRACT OR
OTHERWISE; OR SHALL HAVE SUCH OTHER MEANING ASSIGNED SUCH TERM FOR THE PURPOSES
OF REGISTRATION ON FORM S-8 UNDER THE SECURITIES ACT.
1
(B)
"AWARD" MEANS ANY OPTION, SAR, STOCK PURCHASE RIGHT, STOCK BONUS,
PERFORMANCE SHARE OR PERFORMANCE UNIT GRANTED UNDER THE PLAN.
(C)
"AWARD AGREEMENT" MEANS A WRITTEN AGREEMENT BETWEEN THE COMPANY
AND A PARTICIPANT SETTING FORTH THE TERMS, CONDITIONS AND RESTRICTIONS OF THE
AWARD GRANTED TO THE PARTICIPANT.
AN AWARD AGREEMENT MAY BE AN "OPTION
AGREEMENT," AN "SAR AGREEMENT," A "STOCK PURCHASE AGREEMENT," A "STOCK BONUS
AGREEMENT,"