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.
(B)
"AWARD" MEANS ANY OPTION, SAR, STOCK
PURCHASE RIGHT, STOCK BONUS, PERFORMANCE SHARE OR PERFORMANCE UNIT GRANTED UNDER
THE PLAN.
1
(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," A "PERFORMANCE SHARE AGREEMENT" OR A "PERFORMANCE UNIT
AGREEMENT."
(D)
"BOARD" MEANS THE BOARD OF DIRECTORS OF THE
COMPANY.
(E)
"CODE" MEANS THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, AND ANY APPLICABLE REGULATIONS PROMULGATED THEREUNDER.
(F)
"COMMITTEE" MEANS THE EXECUTIVE
COMPENSATION COMMITTEE OR OTHER COMMITTEE OF THE BOARD DULY APPOINTED TO
ADMINISTER THE PLAN AND HAVING SUCH POWERS AS SHALL BE SPECIFIED BY THE BOARD.
IF NO COMMITTEE OF THE BOARD HAS BEEN APPOINTED TO ADMINISTER THE PLAN, THE
BOARD SHALL EXERCISE ALL OF THE POWERS OF THE COMMITTEE GRANTED HEREIN, AND, IN
ANY EVENT, THE BOARD MAY IN ITS DISCRETION EXERCISE ANY OR ALL OF SUCH POWERS.
(G)
"COMPANY" MEANS ADOBE SYSTEMS INCORPORATED,
A DELAWARE CORPORATION, OR ANY SUCCESSOR CORPORATION THERETO.
(H)
"DISABILITY" MEANS THE PERMANENT AND TOTAL