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Bylaws - ADOBE SYSTEMS INC - 7-14-1997

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Bylaws - ADOBE SYSTEMS INC - 7-14-1997 Powered By Docstoc
					Exhibit 3.2.10 BYLAWS OF ADOBE (DELAWARE) INCORPORATED

TABLE OF CONTENTS

ARTICLE I Section 1. Section 2. ARTICLE II Section 3. ARTICLE Section Section Section Section Section Section Section Section Section Section Section III 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14.

OFFICES............................................................................... Registered Office..................................................................... Other Offices......................................................................... CORPORATE SEAL........................................................................ Corporate Seal........................................................................ STOCKHOLDERS' MEETINGS................................................................ Place of Meetings..................................................................... Annual Meeting........................................................................ Special Meetings...................................................................... Notice of Meetings.................................................................... Quorum................................................................................ Adjournment and Notice of Adjourned Meetings.......................................... Voting Rights......................................................................... Joint Owners of Stock................................................................. List of Stockholders.................................................................. Action Without Meeting................................................................ Organization.......................................................................... DIRECTORS............................................................................. Number and Term of Office............................................................. Powers................................................................................ Classes of Directors.................................................................. Vacancies............................................................................. Resignation........................................................................... Removal............................................................................... Meetings.............................................................................. Annual Meetings....................................................................... Regular Meetings...................................................................... Special Meetings...................................................................... Telephone Meetings.................................................................... Notice of Meetings.................................................................... Waiver of Notice...................................................................... Quorum and Voting..................................................................... Action Without Meeting................................................................ Fees and Compensation................................................................. Committees............................................................................ Executive Committee................................................................... Other Committees...................................................................... Term.................................................................................. Meetings.............................................................................. Organization..........................................................................

ARTICLE IV Section 15. Section 16. Section 17. Section 18. Section 19. Section 20. Section 21. (a) (b) (c) (d) (e) (f) Section 22. Section 23. Section 24. Section 25. (a) (b) (c) (d) Section 26.

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ARTICLE V Section 27. Section 28. (a) (b) (c) (d) (e)

OFFICERS.............................................................................. Officers Designated................................................................... Tenure and Duties of Officers......................................................... General............................................................................... Duties of Chairman of the Board of Directors.......................................... Duties of Chief Executive Officer..................................................... Duties of President................................................................... Duties of Vice Presidents.............................................................

TABLE OF CONTENTS

ARTICLE I Section 1. Section 2. ARTICLE II Section 3. ARTICLE Section Section Section Section Section Section Section Section Section Section Section III 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14.

OFFICES............................................................................... Registered Office..................................................................... Other Offices......................................................................... CORPORATE SEAL........................................................................ Corporate Seal........................................................................ STOCKHOLDERS' MEETINGS................................................................ Place of Meetings..................................................................... Annual Meeting........................................................................ Special Meetings...................................................................... Notice of Meetings.................................................................... Quorum................................................................................ Adjournment and Notice of Adjourned Meetings.......................................... Voting Rights......................................................................... Joint Owners of Stock................................................................. List of Stockholders.................................................................. Action Without Meeting................................................................ Organization.......................................................................... DIRECTORS............................................................................. Number and Term of Office............................................................. Powers................................................................................ Classes of Directors.................................................................. Vacancies............................................................................. Resignation........................................................................... Removal............................................................................... Meetings.............................................................................. Annual Meetings....................................................................... Regular Meetings...................................................................... Special Meetings...................................................................... Telephone Meetings.................................................................... Notice of Meetings.................................................................... Waiver of Notice...................................................................... Quorum and Voting..................................................................... Action Without Meeting................................................................ Fees and Compensation................................................................. Committees............................................................................ Executive Committee................................................................... Other Committees...................................................................... Term.................................................................................. Meetings.............................................................................. Organization..........................................................................

ARTICLE IV Section 15. Section 16. Section 17. Section 18. Section 19. Section 20. Section 21. (a) (b) (c) (d) (e) (f) Section 22. Section 23. Section 24. Section 25. (a) (b) (c) (d) Section 26.

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ARTICLE V Section 27. Section 28. (a) (b) (c) (d) (e) (f) (g) Section 29. Section 30. Section 31. ARTICLE VI Section 32. Section 33. ARTICLE VII Section 34. Section 35. Section 36. Section 37. Section 38.

OFFICERS.............................................................................. Officers Designated................................................................... Tenure and Duties of Officers......................................................... General............................................................................... Duties of Chairman of the Board of Directors.......................................... Duties of Chief Executive Officer..................................................... Duties of President................................................................... Duties of Vice Presidents............................................................. Duties of Secretary................................................................... Duties of Chief Financial Officer..................................................... Delegation of Authority............................................................... Resignations.......................................................................... Removal............................................................................... EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION.. Execution of Corporate Instruments.................................................... Voting of Securities Owned by the Corporation......................................... SHARES OF STOCK....................................................................... Form and Execution of Certificates.................................................... Lost Certificates..................................................................... Transfers............................................................................. Fixing Record Dates................................................................... Registered Stockholders...............................................................

ARTICLE V Section 27. Section 28. (a) (b) (c) (d) (e) (f) (g) Section 29. Section 30. Section 31. ARTICLE VI Section 32. Section 33. ARTICLE VII Section 34. Section 35. Section 36. Section 37. Section 38. ARTICLE VIII Section 39. ARTICLE IX Section 40. Section 41. ARTICLE X Section 42. ARTICLE XI Section 43. (a) (b) (c) (d) (e) (f) (g) (h) (i) (j)

OFFICERS.............................................................................. Officers Designated................................................................... Tenure and Duties of Officers......................................................... General............................................................................... Duties of Chairman of the Board of Directors.......................................... Duties of Chief Executive Officer..................................................... Duties of President................................................................... Duties of Vice Presidents............................................................. Duties of Secretary................................................................... Duties of Chief Financial Officer..................................................... Delegation of Authority............................................................... Resignations.......................................................................... Removal............................................................................... EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION.. Execution of Corporate Instruments.................................................... Voting of Securities Owned by the Corporation......................................... SHARES OF STOCK....................................................................... Form and Execution of Certificates.................................................... Lost Certificates..................................................................... Transfers............................................................................. Fixing Record Dates................................................................... Registered Stockholders............................................................... OTHER SECURITIES OF THE CORPORATION................................................... Execution of Other Securities......................................................... DIVIDENDS............................................................................. Declaration of Dividends.............................................................. Dividend Reserve...................................................................... FISCAL YEAR........................................................................... Fiscal Year........................................................................... INDEMNIFICATION....................................................................... Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents.............................................................................. Directors and Executive Officers...................................................... Other Officers, Employees and Other Agents............................................ Expenses.............................................................................. Enforcement........................................................................... Non-Exclusivity of Rights............................................................. Survival of Rights.................................................................... Insurance............................................................................. Amendments............................................................................ Saving Clause......................................................................... Certain Definitions...................................................................

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ARTICLE XII Section 44. (a) (b) (c) (d) (e) (f) (g) (h) ARTICLE XIII Section 45. ARTICLE XIV Section 46. ARTICLE XV Section 47.

NOTICES............................................................................... Notices............................................................................... Notice to Stockholders................................................................ Notice to Directors................................................................... Affidavit of Mailing.................................................................. Time Notices Deemed Given............................................................. Methods of Notice..................................................................... Failure to Receive Notice............................................................. Notice to Person with Whom Communication Is Unlawful.................................. Notice to Person with Undeliverable Address........................................... AMENDMENTS............................................................................ Amendments............................................................................ LOANS TO OFFICERS..................................................................... Loans to Officers..................................................................... MISCELLANEOUS......................................................................... Annual Report.........................................................................

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ARTICLE XII Section 44. (a) (b) (c) (d) (e) (f) (g) (h) ARTICLE XIII Section 45. ARTICLE XIV Section 46. ARTICLE XV Section 47.

NOTICES............................................................................... Notices............................................................................... Notice to Stockholders................................................................ Notice to Directors................................................................... Affidavit of Mailing.................................................................. Time Notices Deemed Given............................................................. Methods of Notice..................................................................... Failure to Receive Notice............................................................. Notice to Person with Whom Communication Is Unlawful.................................. Notice to Person with Undeliverable Address........................................... AMENDMENTS............................................................................ Amendments............................................................................ LOANS TO OFFICERS..................................................................... Loans to Officers..................................................................... MISCELLANEOUS......................................................................... Annual Report.........................................................................

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BYLAWS OF ADOBE (DELAWARE) SYSTEMS INCORPORATED ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office of the corporation in the State of Delaware shall be in the City of , County of . SECTION 2. OTHER OFFICES. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require. ARTICLE II CORPORATE SEAL SECTION 3. CORPORATE SEAL. The corporate seal shall consist of a die bearing the name of the corporation and the inscription, "Corporate Seal-Delaware." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE III STOCKHOLDERS' MEETINGS SECTION 4. PLACE OF MEETINGS. Meetings of the stockholders of the corporation shall be held at such place, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporation required to be maintained pursuant to Section 2 hereof. SECTION 5. ANNUAL MEETING. (a) The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. (b) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (A) specified in

BYLAWS OF ADOBE (DELAWARE) SYSTEMS INCORPORATED ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office of the corporation in the State of Delaware shall be in the City of , County of . SECTION 2. OTHER OFFICES. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require. ARTICLE II CORPORATE SEAL SECTION 3. CORPORATE SEAL. The corporate seal shall consist of a die bearing the name of the corporation and the inscription, "Corporate Seal-Delaware." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE III STOCKHOLDERS' MEETINGS SECTION 4. PLACE OF MEETINGS. Meetings of the stockholders of the corporation shall be held at such place, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporation required to be maintained pursuant to Section 2 hereof. SECTION 5. ANNUAL MEETING. (a) The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. (b) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (B) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not later than the close of business on the sixtieth (60th) day nor earlier than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year's proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or, in the event public announcement of the 1

date of such annual meeting is first made by the corporation fewer than seventy (70) days prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation. A stockholder's

date of such annual meeting is first made by the corporation fewer than seventy (70) days prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder's meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (b), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted. (c) Only persons who are nominated in accordance with the procedures set forth in this paragraph (c) shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this paragraph (c). Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation in accordance with the provisions of paragraph (b) of this Section 5. Such stockholder's notice shall set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the corporation which are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation such person's written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and (ii) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (b) of this Section 5. At the request of the Board of Directors, any person nominated by a stockholder for election as a director shall furnish to the Secretary of the corporation that information required to be set forth in the stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this paragraph (c). The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded. (d) For purposes of this Section 5, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press, Business Wire or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. 2

SECTION 6. SPECIAL MEETINGS. (a) Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the President, (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for

SECTION 6. SPECIAL MEETINGS. (a) Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the President, (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption) or (iv) by the holders of shares entitled to cast not less than ten percent (10%) of the votes at the meeting, and shall be held at such place, on such date, and at such time as the Board of Directors, shall fix. (b) If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board of Directors, the Chief Executive Officer, or the Secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of these Bylaws. If the notice is not given within sixty (60) days after the receipt of the request, the person or persons requesting the meeting may set the time and place of the meeting and give the notice. Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held. SECTION 7. NOTICE OF MEETINGS. Except as otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) days nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given. SECTION 8. QUORUM. At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all action taken by the holders of a majority of the vote cast, excluding abstentions, at any meeting at which a quorum is present shall be valid and binding upon the corporation; PROVIDED, HOWEVER, that directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes 3

cast, including abstentions, by the holders of shares of such class or classes or series shall be the act of such class

cast, including abstentions, by the holders of shares of such class or classes or series shall be the act of such class or classes or series. SECTION 9. ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS. Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes, excluding abstentions. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. SECTION 10. VOTING RIGHTS. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote shall have the right to do so either in person or by an agent or agents authorized by a proxy granted in accordance with Delaware law. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period. SECTION 11. JOINT OWNERS OF STOCK. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his or her act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as provided in the General Corporation Law of Delaware, Section 217(b). If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest. SECTION 12. LIST OF STOCKHOLDERS. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present. SECTION 13. ACTION WITHOUT MEETING. No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, and no action shall be taken by the stockholders by written consent. SECTION 14. ORGANIZATION. (a) At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the Chief Executive Officer, or if the Chief Executive has not been appointed or is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as 4

chairman. The Secretary, or, in his or her absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting. (b) The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure. ARTICLE IV DIRECTORS SECTION 15. NUMBER AND TERM OF OFFICE. The authorized number of directors of the corporation shall be fixed in accordance with the Certificate of Incorporation. Directors need not be stockholders unless so required by the Certificate of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws. SECTION 16. POWERS. The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation. SECTION 17. CLASSES OF DIRECTORS. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the directors shall be divided into two classes designated as Class I and Class II, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. At the first annual meeting of stockholders following November 28, 1997, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of two years. At the second annual meeting of stockholders following November 28, 1997, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of two years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of two years to succeed the directors of the class whose terms expire at such annual meeting. Notwithstanding the foregoing provisions of this Section, each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. SECTION 18. VACANCIES. Unless otherwise provided in the Certificate of Incorporation, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy 5

was created or occurred and until such director's successor shall have been elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.

was created or occurred and until such director's successor shall have been elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director. SECTION 19. RESIGNATION. Any director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacated and until his successor shall have been duly elected and qualified. SECTION 20. REMOVAL. Subject to the rights of the holders of any series of Preferred Stock, the Board of Directors or any individual director may be removed from office at any time with or without cause by the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of voting stock of the corporation, entitled to vote at an election of directors (the "Voting Stock"). SECTION 21. MEETINGS. (a) ANNUAL MEETINGS. The annual meeting of the Board of Directors shall be held immediately before or after the annual meeting of stockholders and may be at the place where such meeting is held. No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it. (b) REGULAR MEETINGS. Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the corporation required to be maintained pursuant to Section 2 hereof. Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors may also be held at any place within or without the State of Delaware which has been designated by resolution of the Board of Directors or the written consent of all directors. (c) SPECIAL MEETINGS. Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board, the President or any two of the directors. (d) TELEPHONE MEETINGS. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. (e) NOTICE OF MEETINGS. Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, facsimile, electronic mail, telegraph or telex, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director by first class mail, charges prepaid, at least three (3) days before the date of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. (f) WAIVER OF NOTICE. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting. 6

SECTION 22. QUORUM AND VOTING. (a) Unless the Certificate of Incorporation requires a greater number and except with respect to indemnification questions arising under Section 43 hereof, for which a quorum shall be one-third of the exact number of directors fixed from time to time in accordance with the Certificate of Incorporation, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation; PROVIDED, HOWEVER, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting. (b) At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws. SECTION 23. ACTION WITHOUT MEETING. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. SECTION 24. FEES AND COMPENSATION. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor. SECTION 25. COMMITTEES. (a) EXECUTIVE COMMITTEE. The Board of Directors may by resolution passed by a majority of the whole Board of Directors appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, including without limitation the power or authority to declare a dividend, to authorize the issuance of stock and to adopt a certificate of ownership and merger, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation. (b) OTHER COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall such committee have the powers denied to the Executive Committee in these Bylaws. 7

(c) TERM. Each member of a committee of the Board of Directors shall serve at the pleasure of the Board of

(c) TERM. Each member of a committee of the Board of Directors shall serve at the pleasure of the Board of Directors and until his or her successors shall have been duly elected, unless sooner removed. The Board of Directors, subject to the provisions of subsections (a) or (b) of this Bylaw may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. (d) MEETINGS. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee. SECTION 26. ORGANIZATION. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the Chief Executive Officer, or if the Chief Executive Officer is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his or her absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting. ARTICLE V OFFICERS SECTION 27. OFFICERS DESIGNATED. The officers of the corporation shall include, if and when designated by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, and the Chief Financial Officer, all of whom shall be appointed at the annual organizational meeting of the Board of Directors. The Board of Directors (or if so empowered in accordance with this Section 27) may also appoint other officers and agents with such powers and duties as it shall deem necessary. Notwithstanding the foregoing, the Board of Directors may empower the Chief Executive Officer of the corporation to appoint such officers, other than Chairman of the Board, President, Secretary or Chief Financial Officer, as the business of the corporation may require. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the 8

corporation shall be fixed by or in the manner designated by the Board of Directors or a designated committee of the Board of Directors. SECTION 28. TENURE AND DUTIES OF OFFICERS.

corporation shall be fixed by or in the manner designated by the Board of Directors or a designated committee of the Board of Directors. SECTION 28. TENURE AND DUTIES OF OFFICERS. (a) GENERAL. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors. (b) DUTIES OF CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. If there is no Chief Executive Officer or President, then the Chairman of the Board of Directors shall also serve as the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in paragraph (c) of this Section 28. (c) DUTIES OF CHIEF EXECUTIVE OFFICER. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there by such an officer, the Chief Executive Officer shall be the general manager and chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and officers of the corporation. He or she shall preside at all meetings of the stockholders and shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation, and shall have other powers and duties as may be prescribed by the Board of Directors. (d) DUTIES OF PRESIDENT. In the absence or disability of the Chief Executive Officer, the President shall perform the duties of the Chief Executive Officer and, when so acting, shall have all the powers of, and be subject to all of the restrictions upon, the Chief Executive Officer. The President shall have such other powers and perform such other duties as from time to time may be prescribed for the President by the Board of Directors or the Chief Executive Officer. (e) DUTIES OF VICE PRESIDENTS. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, the Chief Executive Officer or the President. (f) DUTIES OF SECRETARY. The Secretary shall keep, or cause to be kept, a book of minutes in written form of the proceedings of the Board of Directors, committees of the Board, and stockholders. Such minutes shall include all waivers of notice, consents to the holding of meetings, or approvals of the minutes of meetings executed pursuant to these Bylaws or the Delaware General Corporation Law. The Secretary shall keep, or cause to be kept at the principal executive office or at the office of the corporation's transfer agent or registrar, a record of its stockholders, giving the name and addresses of all stockholders and the number and class of shares held by each. The Secretary shall give or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required by these Bylaws or by law to be given, and shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors, the Chief Executive Officer or the President. (g) DUTIES OF CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account in written form or any other form capable of being converted into written form. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may 9

be designated by the Board of Directors. He or she shall disburse all funds of the corporation as may be ordered by the Board of Directors, shall render to the President, Chief Executive Officer and Directors, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors, the Chief Executive Officer or the President. SECTION 29. DELEGATION OF AUTHORITY. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof. SECTION 30. RESIGNATIONS. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer. SECTION 31. REMOVAL. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors. ARTICLE VI EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION SECTION 32. EXECUTION OF CORPORATE INSTRUMENTS. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation. Unless otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board of Directors, the Chief Executive Officer, or the President, Chief Financial Officer or any Vice President. All other instruments and documents requiring the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors. All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do. Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. SECTION 33. VOTING OF SECURITIES OWNED BY THE CORPORATION. All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President. 10

ARTICLE VII

ARTICLE VII SHARES OF STOCK SECTION 34. FORM AND EXECUTION OF CERTIFICATES. Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, the Chief Executive Officer, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical. SECTION 35. LOST CERTIFICATES. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed. SECTION 36. TRANSFERS. (a) Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares. (b) The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware. SECTION 37. FIXING RECORD DATES. (a) In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the 11

record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at

record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; PROVIDED, HOWEVER, that the Board of Directors may fix a new record date for the adjourned meeting. SECTION 38. REGISTERED STOCKHOLDERS. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VIII OTHER SECURITIES OF THE CORPORATION SECTION 39. EXECUTION OF OTHER SECURITIES. All bonds, debentures and other corporate securities of the corporation, other than stock certificates (covered in Section 34), may be signed by the Chairman of the Board of Directors, the Chief Executive Officer, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; PROVIDED, HOWEVER, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation. ARTICLE IX DIVIDENDS SECTION 40. DECLARATION OF DIVIDENDS. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation. SECTION 41. DIVIDEND RESERVE. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created. 12

ARTICLE X FISCAL YEAR SECTION 42. FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the Board of

ARTICLE X FISCAL YEAR SECTION 42. FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XI INDEMNIFICATION SECTION 43. INDEMNIFICATION OF DIRECTORS, EXECUTIVE OFFICERS, OTHER OFFICERS, EMPLOYEES AND OTHER AGENTS. (a) DIRECTORS AND EXECUTIVE OFFICERS. The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, "executive officers shall have the meaning defined in Rule 3b-7 promulgated under the 1934 Act) to the fullest extent not prohibited by the Delaware General Corporation Law; PROVIDED, HOWEVER, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, PROVIDED, FURTHER, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the Delaware General Corporation Law or (iv) such indemnification is required to be made under subsection (d). (b) OTHER OFFICERS, EMPLOYEES AND OTHER AGENTS. The corporation shall have power to indemnify its other officers, employees and other agents as set forth in the Delaware General Corporation Law. (c) EXPENSES. The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or executive officer of the corporation, or is or was serving at the request of the corporation as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or executive officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under this Bylaw or otherwise. Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Bylaw, no advance shall be made by the corporation to an executive officer of the corporation (except by reason of the fact that such executive officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation. (d) ENFORCEMENT. Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and executive officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or executive officer. Any right to indemnification or advances granted by this Bylaw to a director or executive officer shall be enforceable by or on behalf of the person holding such right in any 13

court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. In

court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed. In connection with any claim by an executive officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such executive officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct. In any suit brought by a director or executive officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the director or executive officer is not entitled to be indemnified, or to such advancement of expenses, under this Article XI or otherwise shall be on the corporation. (e) NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the Delaware General Corporation Law. (f) SURVIVAL OF RIGHTS. The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person. (g) INSURANCE. To the fullest extent permitted by the Delaware General Corporation Law, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw. (h) AMENDMENTS. Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation. (i) SAVING CLAUSE. If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and executive officer to the full extent not prohibited by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law. (j) CERTAIN DEFINITIONS. For the purposes of this Bylaw, the following definitions shall apply: (i) The term "proceeding" shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settle-ment, arbitration and appeal of, and the giving 14

of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative. (ii) The term "expenses" shall be broadly construed and shall include, without limitation, court costs, attorneys' fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding. (iii) The term the "corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Bylaw with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. (iv) References to a "director," "executive officer," "officer," "employee," or "agent" of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise. (v) References to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Bylaw. ARTICLE XII NOTICES SECTION 44. NOTICES. (a) NOTICE TO STOCKHOLDERS. Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent. (b) NOTICE TO DIRECTORS. Any notice required to be given to any director may be given by the method stated in subsection (a), or by facsimile, telex or telegram, except that such notice other than one which is delivered personally shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director. (c) AFFIDAVIT OF MAILING. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained. (d) TIME NOTICES DEEMED GIVEN. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing, and all notices given by facsimile, telex or telegram shall be deemed to have been given as of the sending time recorded at time of transmission. 15

(e) METHODS OF NOTICE. It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others. (f) FAILURE TO RECEIVE NOTICE. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him in the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice. (g) NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL. Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Delaware General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful. (h) NOTICE TO PERSON WITH UNDELIVERABLE ADDRESS. Whenever notice is required to be given, under any provision of law or the Certificate of Incorporation or Bylaws of the corporation, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed to such person at his address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Delaware General Corporation Law, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this paragraph. ARTICLE XIII AMENDMENTS SECTION 45. AMENDMENTS. Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the affirmative vote of a majority of the voting power of all of the then-outstanding shares of the Voting Stock. The Board of Directors shall also have the power to adopt, amend, or repeal the Bylaws. ARTICLE XIV LOANS TO OFFICERS SECTION 46. LOANS TO OFFICERS. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be with or without interest and may be 16

unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute. ARTICLE XV MISCELLANEOUS SECTION 47. ANNUAL REPORT. (a) Subject to the provisions of paragraph (b) of this Bylaw, the Board of Directors shall cause an annual report to be sent to each stockholder of the corporation not later than one hundred twenty (120) days after the close of the corporation's fiscal year. Such report shall include a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year, accompanied by any report thereon of independent accountants, or if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation. When there are more than one hundred (100) stockholders of record of the corporation's shares, as determined by Section 605 of the California Corporations Code, additional information as required by Section 1501(b) of the California Corporations Code shall also be contained in such report, provided that if the corporation has a class of securities registered under Section 12 of the 1934 Act, that Act shall take precedence. Such report shall be sent to stockholders at least fifteen (15) days prior to the next annual meeting of stockholders after the end of the fiscal year to which it relates. (b) If and so long as there are fewer than 100 holders of record of the corporation's shares, the requirement of sending of an annual report to the stockholders of the corporation is hereby expressly waived. 17

Exhibit 10.25.1 INDEMNITY AGREEMENT THIS AGREEMENT is made and entered into this day of , 199 by and between ADOBE (DELAWARE) INCORPORATED, a Delaware corporation (the "Corporation"), and ("Agent"). RECITALS WHEREAS, Agent performs a valuable service to the Corporation in his/her capacity as of the Corporation; WHEREAS, the stockholders of the Corporation have adopted bylaws (the "Bylaws") providing for the indemnification of the directors, officers, employees and other agents of the Corporation, including persons serving at the request of the Corporation in such capacities with other corporations or enterprises, as authorized by the Delaware General Corporation Law, as amended (the "Code"); WHEREAS, the Bylaws and the Code, by their non-exclusive nature, permit contracts between the Corporation and its agents, officers, employees and other agents with respect to indemnification of such persons; and WHEREAS, in order to induce Agent to continue to serve as of the Corporation, the Corporation has determined and agreed to enter into this Agreement with Agent; NOW, THEREFORE, in consideration of Agent's continued service as after the date hereof, the parties hereto agree as follows: AGREEMENT 1. SERVICES TO THE CORPORATION. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as of the Corporation or as a director, officer or other fiduciary of an affiliate

Exhibit 10.25.1 INDEMNITY AGREEMENT THIS AGREEMENT is made and entered into this day of , 199 by and between ADOBE (DELAWARE) INCORPORATED, a Delaware corporation (the "Corporation"), and ("Agent"). RECITALS WHEREAS, Agent performs a valuable service to the Corporation in his/her capacity as of the Corporation; WHEREAS, the stockholders of the Corporation have adopted bylaws (the "Bylaws") providing for the indemnification of the directors, officers, employees and other agents of the Corporation, including persons serving at the request of the Corporation in such capacities with other corporations or enterprises, as authorized by the Delaware General Corporation Law, as amended (the "Code"); WHEREAS, the Bylaws and the Code, by their non-exclusive nature, permit contracts between the Corporation and its agents, officers, employees and other agents with respect to indemnification of such persons; and WHEREAS, in order to induce Agent to continue to serve as of the Corporation, the Corporation has determined and agreed to enter into this Agreement with Agent; NOW, THEREFORE, in consideration of Agent's continued service as after the date hereof, the parties hereto agree as follows: AGREEMENT 1. SERVICES TO THE CORPORATION. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position. 2. INDEMNITY OF AGENT. The Corporation hereby agrees to hold harmless and indemnify Agent to the fullest extent authorized or permitted by the provisions of the Bylaws and the Code, as the same may be amended from time to time (but, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the Bylaws or the Code permitted prior to adoption of such amendment). 3. ADDITIONAL INDEMNITY. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 4 hereof, the Corporation hereby further agrees to hold harmless and indemnify Agent: (a) against any and all expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay because of any claim or claims made against or by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative (including an action by or in the right of the Corporation) to which Agent is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Agent is, was or at any time becomes a director, officer, employee or other agent of Corporation, or is or was serving or at any time serves at the request of the Corporation as a director, officer, employee or other 1

agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and

agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and (b) otherwise to the fullest extent as may be provided to Agent by the Corporation under the non-exclusivity provisions of the Code and Section 43 of the Bylaws. 4. LIMITATIONS ON ADDITIONAL INDEMNITY. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent's conduct that was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent's conduct that constituted a breach of Agent's duty of loyalty to the Corporation or resulted in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof. 5. CONTINUATION OF INDEMNITY. All agreements and obligations of the Corporation contained herein shall continue during the period Agent is a director, officer, employee or other agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that Agent was serving in the capacity referred to herein. 6. PARTIAL INDEMNIFICATION. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled. 7. NOTIFICATION AND DEFENSE OF CLAIM. Not later than thirty (30) days after receipt by Agent of notice of the commencement of any action, suit or proceeding, Agent will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have 2

to Agent otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Agent notifies the Corporation of the commencement thereof:

to Agent otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Agent notifies the Corporation of the commencement thereof: (a) the Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense thereof, with counsel reasonably satisfactory to Agent. After notice from the Corporation to Agent of its election to assume the defense thereof, the Corporation will not be liable to Agent under this Agreement for any legal or other expenses subsequently incurred by Agent in connection with the defense thereof except for reasonable costs of investigation or otherwise as provided below. Agent shall have the right to employ separate counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Agent unless (i) the employment of counsel by Agent has been authorized by the Corporation, (ii) Agent shall have reasonably concluded that there is a conflict of interest between the Corporation and Agent in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Agent's separate counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Corporation or as to which Agent shall have made the conclusion provided for in clause (ii) above; and (c) the Corporation shall not be liable to indemnify Agent under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which shall not be unreasonably withheld. The Corporation shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Agent without Agent's written consent, which may be given or withheld in Agent's sole discretion. 8. EXPENSES. The Corporation shall advance, prior to the final disposition of any proceeding, promptly following request therefor, all expenses incurred by Agent in connection with such proceeding upon receipt of an undertaking by or on behalf of Agent to repay said amounts if it shall be determined ultimately that Agent is not entitled to be indemnified under the provisions of this Agreement, the Bylaws, the Code or otherwise. 9. ENFORCEMENT. Any right to indemnification or advances granted by this Agreement to Agent shall be enforceable by or on behalf of Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Agent, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under Section 3 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 8 hereof, provided that the required undertaking has been tendered to the Corporation) that Agent is not entitled to indemnification because of the limitations set forth in Section 4 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Agent is proper in the circumstances, nor an actual determination by the Corporation (including its Board of Directors or its stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Agent is not entitled to indemnification under this Agreement or otherwise. 10. SUBROGATION. In the event of payment under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Agent, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Corporation effectively to bring suit to enforce such rights. 3

11. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on Agent by this Agreement shall not be exclusive of any other right which Agent may have or hereafter acquire under any statute, provision of the Corporation's Certificate of Incorporation or Bylaws, agreement, vote of stockholders or directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding office.

11. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on Agent by this Agreement shall not be exclusive of any other right which Agent may have or hereafter acquire under any statute, provision of the Corporation's Certificate of Incorporation or Bylaws, agreement, vote of stockholders or directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. 12. SURVIVAL OF RIGHTS. (a) The rights conferred on Agent by this Agreement shall continue after Agent has ceased to be a director, officer, employee or other agent of the Corporation or to serve at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and shall inure to the benefit of Agent's heirs, executors and administrators. (b) The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. 13. SEPARABILITY. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision hereof shall be held to be invalid for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof. Furthermore, if this Agreement shall be invalidated in its entirety on any ground, then the Corporation shall nevertheless indemnify Agent to the fullest extent provided by the Bylaws, the Code or any other applicable law. 14. GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware. 15. AMENDMENT AND TERMINATION. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto. 16. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute but one and the same Agreement. Only one such counterpart need be produced to evidence the existence of this Agreement. 17. HEADINGS. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof. 18. NOTICES. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) upon delivery if delivered by hand to the party to whom such communication was directed or (ii) upon the third business day after the date on which such communication was mailed if mailed by certified or registered mail with postage prepaid: (a) If to Agent, at the address indicated on the signature page hereof. (b)If to the Corporation, to Adobe Systems Incorporated 345 Park Avenue P.O. Box 2704 San Jose, CA 95110-2704 or to such other address as may have been furnished to Agent by the Corporation. 4

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written. ADOBE (DELAWARE) INCORPORATED By: __________________________________ Title: _______________________________ AGENT Address: 5

THE SECURITIES EVIDENCED BY THIS PARTNERSHIP AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT COVERING SUCH SECURITIES OR THE GENERAL PARTNER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE GENERAL PARTNER, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT. THE INTERESTS IN THE PARTNERSHIP OF THE CLASS B LIMITED PARTNERS ARE SUBJECT TO AN OPTION SET FORTH IN AN AGREEMENT BETWEEN THE PARTNERSHIP AND EACH CLASS B LIMITED PARTNER, OR THE PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS PARTNERSHIP. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY UNITS SUBJECT TO SUCH OPTION IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE ISSUER OF THESE UNITS. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT ADOBE INCENTIVE PARTNERS, L.P.

TABLE OF CONTENTS PAGE ARTICLE 1 CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 1.1 Accounting Period . . . . . . . . . . . . . . . . . . 1.2 Adjusted Asset Value. . . . . . . . . . . . . . . . . 1.3 Affiliate . . . . . . . . . . . . . . . . . . . . . . 1.4 Capital Account . . . . . . . . . . . . . . . . . . . 1.5 Capital Contribution. . . . . . . . . . . . . . . . . 1.6 Code. . . . . . . . . . . . . . . . . . . . . . . . . 1.7 Deemed Gain or Deemed Loss. . . . . . . . . . . . . . 1.8 Excluded Investment.. . . . . . . . . . . . . . . . . 1.9 Majority in Interest of the Class A Limited Partners. 1.10 Marketable; Marketable Securities; Marketability. . . 1.11 Nonmarketable Securities. . . . . . . . . . . . . . . 1.12 Profit or Loss. . . . . . . . . . . . . . . . . . . . 1.13 Securities. . . . . . . . . . . . . . . . . . . . . . 1.14 Securities Act. . . . . . . . . . . . . . . . . . . . 1.15 Short Term Income . . . . . . . . . . . . . . . . . . 1.16 Treasury Regulations. . . . . . . . . . . . . . . . . 1.17 Units.. . . . . . . . . . . . . . . . . . . . . . . . ARTICLE 2 NAME, PURPOSE AND OFFICES OF PARTNERSHIP. . . . . . . . . . . . . . . . . . 2.1 Name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 1 2 2 2 2 2 2 3 3 3 3 4 4 4 4 4

THE SECURITIES EVIDENCED BY THIS PARTNERSHIP AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT COVERING SUCH SECURITIES OR THE GENERAL PARTNER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE GENERAL PARTNER, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT. THE INTERESTS IN THE PARTNERSHIP OF THE CLASS B LIMITED PARTNERS ARE SUBJECT TO AN OPTION SET FORTH IN AN AGREEMENT BETWEEN THE PARTNERSHIP AND EACH CLASS B LIMITED PARTNER, OR THE PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS PARTNERSHIP. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY UNITS SUBJECT TO SUCH OPTION IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE ISSUER OF THESE UNITS. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT ADOBE INCENTIVE PARTNERS, L.P.

TABLE OF CONTENTS PAGE ARTICLE 1 CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 1.1 Accounting Period . . . . . . . . . . . . . . . . . . 1.2 Adjusted Asset Value. . . . . . . . . . . . . . . . . 1.3 Affiliate . . . . . . . . . . . . . . . . . . . . . . 1.4 Capital Account . . . . . . . . . . . . . . . . . . . 1.5 Capital Contribution. . . . . . . . . . . . . . . . . 1.6 Code. . . . . . . . . . . . . . . . . . . . . . . . . 1.7 Deemed Gain or Deemed Loss. . . . . . . . . . . . . . 1.8 Excluded Investment.. . . . . . . . . . . . . . . . . 1.9 Majority in Interest of the Class A Limited Partners. 1.10 Marketable; Marketable Securities; Marketability. . . 1.11 Nonmarketable Securities. . . . . . . . . . . . . . . 1.12 Profit or Loss. . . . . . . . . . . . . . . . . . . . 1.13 Securities. . . . . . . . . . . . . . . . . . . . . . 1.14 Securities Act. . . . . . . . . . . . . . . . . . . . 1.15 Short Term Income . . . . . . . . . . . . . . . . . . 1.16 Treasury Regulations. . . . . . . . . . . . . . . . . 1.17 Units.. . . . . . . . . . . . . . . . . . . . . . . . ARTICLE 2 NAME, PURPOSE AND OFFICES OF PARTNERSHIP. 2.1 Name. . . . . . . . . . . . . . 2.2 Purpose . . . . . . . . . . . . 2.3 Principal Office. . . . . . . . ARTICLE 3 TERM OF PARTNERSHIP . . . . . . . . . . . . . . . . . . . . . . . 3.1 Term. . . . . . . . . . . . . . . . . . . . . . . . . . 3.2 Events Affecting a Limited Partner of the Partnership.. 3.3 Events Affecting the General Partner of the Partnership ARTICLE 4 NAME AND ADMISSION OF PARTNERS. . . . . . . . . . . . . . . . . . . . . . . 4.1 Name, Address and Units . . . . . . . . . . . . . . . . . . . . . 4.2 Admission of Additional Partners. . . . . . . . . . . . . . . . . 5 5 6 . . . . . . . . . . . . . . . . . . . . 5 5 5 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4 4 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 1 2 2 2 2 2 2 3 3 3 3 4 4 4 4 4

TABLE OF CONTENTS PAGE ARTICLE 1 CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 1.1 Accounting Period . . . . . . . . . . . . . . . . . . 1.2 Adjusted Asset Value. . . . . . . . . . . . . . . . . 1.3 Affiliate . . . . . . . . . . . . . . . . . . . . . . 1.4 Capital Account . . . . . . . . . . . . . . . . . . . 1.5 Capital Contribution. . . . . . . . . . . . . . . . . 1.6 Code. . . . . . . . . . . . . . . . . . . . . . . . . 1.7 Deemed Gain or Deemed Loss. . . . . . . . . . . . . . 1.8 Excluded Investment.. . . . . . . . . . . . . . . . . 1.9 Majority in Interest of the Class A Limited Partners. 1.10 Marketable; Marketable Securities; Marketability. . . 1.11 Nonmarketable Securities. . . . . . . . . . . . . . . 1.12 Profit or Loss. . . . . . . . . . . . . . . . . . . . 1.13 Securities. . . . . . . . . . . . . . . . . . . . . . 1.14 Securities Act. . . . . . . . . . . . . . . . . . . . 1.15 Short Term Income . . . . . . . . . . . . . . . . . . 1.16 Treasury Regulations. . . . . . . . . . . . . . . . . 1.17 Units.. . . . . . . . . . . . . . . . . . . . . . . . ARTICLE 2 NAME, PURPOSE AND OFFICES OF PARTNERSHIP. 2.1 Name. . . . . . . . . . . . . . 2.2 Purpose . . . . . . . . . . . . 2.3 Principal Office. . . . . . . . ARTICLE 3 TERM OF PARTNERSHIP . . . . . . . . . . . . . . . . . . . . . . . 3.1 Term. . . . . . . . . . . . . . . . . . . . . . . . . . 3.2 Events Affecting a Limited Partner of the Partnership.. 3.3 Events Affecting the General Partner of the Partnership ARTICLE 4 NAME AND ADMISSION OF PARTNERS. . . . . . . . . . . . . . . . . . . . . . . 4.1 Name, Address and Units . . . . . . . . . . . . . . . . . . . . . 4.2 Admission of Additional Partners. . . . . . . . . . . . . . . . . 5 5 6 . . . . . . . . . . . . . . . . . . . . 5 5 5 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4 4 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 1 2 2 2 2 2 2 3 3 3 3 4 4 4 4 4

TABLE OF CONTENTS Continued ARTICLE 5 CAPITAL ACCOUNTS AND CAPITAL CONTRIBUTIONS. . . . . . . 5.1 Capital Accounts. . . . . . . . . . . . . . . 5.2 Initial Capital Contributions.. . . . . . . . 5.3 Capital Contributions of the General Partner. 5.4 Additional Capital Contributions. . . . . . . ARTICLE 6 PARTNERSHIP ALLOCATIONS . . . . . 6.1 Allocation of Profit or 6.2 Other Allocations . . . 6.3 Income Tax Allocations. ARTICLE 7 PARTNERSHIP EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1 Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . ARTICLE 8 WITHDRAWALS BY AND DISTRIBUTIONS TO THE PARTNERS. . . . . . . . . . . . . . 10 8.1 Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 8.2 Withdrawals by the Partners . . . . . . . . . . . . . . . . . . . 10 9 9 . . . Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 7 8 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page . . . . . 6 6 6 7 7

TABLE OF CONTENTS Continued ARTICLE 5 CAPITAL ACCOUNTS AND CAPITAL CONTRIBUTIONS. . . . . . . 5.1 Capital Accounts. . . . . . . . . . . . . . . 5.2 Initial Capital Contributions.. . . . . . . . 5.3 Capital Contributions of the General Partner. 5.4 Additional Capital Contributions. . . . . . . ARTICLE 6 PARTNERSHIP ALLOCATIONS . . . . . 6.1 Allocation of Profit or 6.2 Other Allocations . . . 6.3 Income Tax Allocations. ARTICLE 7 PARTNERSHIP EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1 Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . ARTICLE 8 WITHDRAWALS BY AND DISTRIBUTIONS TO THE 8.1 Interest. . . . . . . . . . . 8.2 Withdrawals by the Partners . 8.3 Partners' Obligation to Repay 8.4 Cash Distributions. . . . . . 8.5 In Kind Distributions . . . . 8.6 Withdrawal of Class B Limited ARTICLE 9 MANAGEMENT DUTIES AND RESTRICTIONS. . . . . . . . . . . . . . . . 9.1 Management. . . . . . . . . . . . . . . . . . . . . . . 9.2 No Control by the Limited Partners; No Withdrawal . . . 9.3 Class A Limited Partner Approval Rights . . . . . . . . 9.4 Investment Opportunities. . . . . . . . . . . . . . . . 9.5 Compliance with Partnership Agreement; Detrimental Acts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 12 12 13 13 14 PARTNERS. . . . . . . . . . . . . . or Restore. . . . . . . . . . . . . Partners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 10 10 10 10 11 11 9 9 . . . Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 7 8 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page . . . . . 6 6 6 7 7

TABLE OF CONTENTS Continued ARTICLE 10 INVESTMENT REPRESENTATION AND TRANSFER OF PARTNERSHIP INTERESTS. . . . . . . . . . . . . . . . . . 10.1 Investment Representation of the Limited Partners 10.2 Qualifications of the Limited Partner . . . . . . 10.3 Transfer by the General Partner . . . . . . . . . 10.4 Transfer by a Limited Partner . . . . . . . . . . 10.5 Requirements for Transfer . . . . . . . . . . . . 10.6 Substitution as a Limited Partner . . . . . . . . 10.7 Expenses of Transfer. . . . . . . . . . . . . . . ARTICLE 11 DISSOLUTION AND LIQUIDATION OF THE PARTNERSHIP. . . . . . . . . . . . . . . 16 11.1 Early Termination of the Partnership. . . . . . . . . . . . . . . 16 11.2 Winding Up Procedures . . . . . . . . . . . . . . . . . . . . . . 17 ARTICLE 12 FINANCIAL ACCOUNTING, REPORTS, MEETINGS AND VOTING. . . . . . . . . . . . 12.1 Financial Accounting; Fiscal Year . . . . 12.2 Supervision; Inspection of Books. . . . . 12.3 Partnership Reports; Financial Statements 12.4 Tax Returns and Tax Information . . . . . 12.5 Tax Matters Partner . . . . . . . . . . . 12.6 Special Meetings. . . . . . . . . . . . . Page

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TABLE OF CONTENTS Continued ARTICLE 10 INVESTMENT REPRESENTATION AND TRANSFER OF PARTNERSHIP INTERESTS. . . . . . . . . . . . . . . . . . 10.1 Investment Representation of the Limited Partners 10.2 Qualifications of the Limited Partner . . . . . . 10.3 Transfer by the General Partner . . . . . . . . . 10.4 Transfer by a Limited Partner . . . . . . . . . . 10.5 Requirements for Transfer . . . . . . . . . . . . 10.6 Substitution as a Limited Partner . . . . . . . . 10.7 Expenses of Transfer. . . . . . . . . . . . . . . ARTICLE 11 DISSOLUTION AND LIQUIDATION OF THE PARTNERSHIP. . . . . . . . . . . . . . . 16 11.1 Early Termination of the Partnership. . . . . . . . . . . . . . . 16 11.2 Winding Up Procedures . . . . . . . . . . . . . . . . . . . . . . 17 ARTICLE 12 FINANCIAL ACCOUNTING, REPORTS, MEETINGS AND VOTING. . . . . . . . . . . . 12.1 Financial Accounting; Fiscal Year . . . . 12.2 Supervision; Inspection of Books. . . . . 12.3 Partnership Reports; Financial Statements 12.4 Tax Returns and Tax Information . . . . . 12.5 Tax Matters Partner . . . . . . . . . . . 12.6 Special Meetings. . . . . . . . . . . . . ARTICLE 13 VALUATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 13.1 Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 ARTICLE 14 OTHER PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 14.1 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 20 14.2 Limitation of Liability of the Limited Partners . . . . . . . . . 20 Page

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TABLE OF CONTENTS Continued 14.3 14.4 14.5 14.6 14.7 14.8 14.9 14.10 14.11 14.12 14.13 Exculpation . . . . . . . . . . . Indemnification . . . . . . . . . Arbitration . . . . . . . . . . . Execution and Filing of Documents Other Instruments and Acts. . . . Binding Agreement . . . . . . . . Notices . . . . . . . . . . . . . Amendment . . . . . . . . . . . . Entire Agreement. . . . . . . . . Titles; Subtitles . . . . . . . . Partnership Name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page . 20 . 21 . 21 . 21 . 21 . 21 . 21 . 22 . 22 . 22 . 22

ADOBE INCENTIVE PARTNERS, L.P. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT THIS AGREEMENT is made and entered into as of the ____ day of , 1997, by and among ADOBE SYSTEMS INCORPORATED, a California corporation ("Adobe"), and each of the persons listed on Exhibit A hereto, who hereby amend and restate the March 17, 1997 Limited Partnership Agreement of ADOBE INCENTIVE PARTNERS, L.P. (the "Partnership"), to reflect the admission of the Class B Limited Partners

TABLE OF CONTENTS Continued 14.3 14.4 14.5 14.6 14.7 14.8 14.9 14.10 14.11 14.12 14.13 Exculpation . . . . . . . . . . . Indemnification . . . . . . . . . Arbitration . . . . . . . . . . . Execution and Filing of Documents Other Instruments and Acts. . . . Binding Agreement . . . . . . . . Notices . . . . . . . . . . . . . Amendment . . . . . . . . . . . . Entire Agreement. . . . . . . . . Titles; Subtitles . . . . . . . . Partnership Name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page . 20 . 21 . 21 . 21 . 21 . 21 . 21 . 22 . 22 . 22 . 22

ADOBE INCENTIVE PARTNERS, L.P. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT THIS AGREEMENT is made and entered into as of the ____ day of , 1997, by and among ADOBE SYSTEMS INCORPORATED, a California corporation ("Adobe"), and each of the persons listed on Exhibit A hereto, who hereby amend and restate the March 17, 1997 Limited Partnership Agreement of ADOBE INCENTIVE PARTNERS, L.P. (the "Partnership"), to reflect the admission of the Class B Limited Partners listed on Exhibit A hereto, pursuant to the provisions of the California Revised Limited Partnership Act (the "Act"), as follows: ARTICLE 1 CERTAIN DEFINITIONS 1.1 ACCOUNTING PERIOD. An Accounting Period shall be (i) the Fiscal Year if there are no changes in the Partners' respective interests in the Profits or Losses of the Partnership during such period except on the first day thereof, or (ii) any other period beginning on the first day of the Fiscal Year, or any other day during the Fiscal Year upon which occurs a change in such respective interests, and ending on the last day of the Fiscal Year, or on the day preceding an earlier day upon which any change in such respective interest shall occur. 1.2 ADJUSTED ASSET VALUE. The Adjusted Asset Value with respect to any asset shall be the asset's adjusted basis for federal income tax purposes, except as follows: (a) The initial Adjusted Asset Value of any asset contributed by a Partner to the Partnership shall be the lesser of (i) the gross fair market value of such asset or (ii) the asset's adjusted basis for federal income tax purposes at the time of contribution, as determined by the contributing Partner and the General Partner. (b) In the discretion of the General Partner, the Adjusted Asset Values of all Partnership assets may be adjusted to equal their respective gross fair market values, as determined by the General Partner, and the resulting unrealized profit or loss allocated to the Capital Accounts of the Partners pursuant to Article 6, as of the following times: (i) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a DE MINIMIS capital contribution, and (ii) the distribution by the Partnership to a Partner of more than a DE MINIMIS amount of Partnership assets, unless all Partners receive simultaneous distributions of either undivided interests in the distributed property or identical Partnership assets in proportion to their interests in Partnership distributions as provided in paragraphs 7.4 and 7.5. 1.

(c) The Adjusted Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair

ADOBE INCENTIVE PARTNERS, L.P. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT THIS AGREEMENT is made and entered into as of the ____ day of , 1997, by and among ADOBE SYSTEMS INCORPORATED, a California corporation ("Adobe"), and each of the persons listed on Exhibit A hereto, who hereby amend and restate the March 17, 1997 Limited Partnership Agreement of ADOBE INCENTIVE PARTNERS, L.P. (the "Partnership"), to reflect the admission of the Class B Limited Partners listed on Exhibit A hereto, pursuant to the provisions of the California Revised Limited Partnership Act (the "Act"), as follows: ARTICLE 1 CERTAIN DEFINITIONS 1.1 ACCOUNTING PERIOD. An Accounting Period shall be (i) the Fiscal Year if there are no changes in the Partners' respective interests in the Profits or Losses of the Partnership during such period except on the first day thereof, or (ii) any other period beginning on the first day of the Fiscal Year, or any other day during the Fiscal Year upon which occurs a change in such respective interests, and ending on the last day of the Fiscal Year, or on the day preceding an earlier day upon which any change in such respective interest shall occur. 1.2 ADJUSTED ASSET VALUE. The Adjusted Asset Value with respect to any asset shall be the asset's adjusted basis for federal income tax purposes, except as follows: (a) The initial Adjusted Asset Value of any asset contributed by a Partner to the Partnership shall be the lesser of (i) the gross fair market value of such asset or (ii) the asset's adjusted basis for federal income tax purposes at the time of contribution, as determined by the contributing Partner and the General Partner. (b) In the discretion of the General Partner, the Adjusted Asset Values of all Partnership assets may be adjusted to equal their respective gross fair market values, as determined by the General Partner, and the resulting unrealized profit or loss allocated to the Capital Accounts of the Partners pursuant to Article 6, as of the following times: (i) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a DE MINIMIS capital contribution, and (ii) the distribution by the Partnership to a Partner of more than a DE MINIMIS amount of Partnership assets, unless all Partners receive simultaneous distributions of either undivided interests in the distributed property or identical Partnership assets in proportion to their interests in Partnership distributions as provided in paragraphs 7.4 and 7.5. 1.

(c) The Adjusted Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the General Partner, and the resulting unrealized profit or loss allocated to the Capital Accounts of the Partners pursuant to Article 6, as of the following times: (i) the termination of the Partnership for federal income tax purposes pursuant to Code Section 708(b)(1)(B); and (ii) the termination of the Partnership either by expiration of the Partnership's term or the occurrence of an event described in paragraph 10.1. 1.3 AFFILIATE. An Affiliate of any person shall mean any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by or is under common control with the person specified. 1.4 CAPITAL ACCOUNT. The Capital Account of each Partner shall consist of its original capital contribution (in kind contributions shall be credited at their Adjusted Asset Value), (i) increased by any additional capital contributions, its share of income or gain that is allocated to it pursuant to this Agreement, any Capital Account shift in favor of such Partner, and (ii) decreased by the amount of any distributions to or withdrawals by it, its share of expense or loss that is allocated to it pursuant to this Agreement, the amount of any Capital Account shift away from the Capital Account of such Partner. The foregoing provision and the other provisions of this

(c) The Adjusted Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the General Partner, and the resulting unrealized profit or loss allocated to the Capital Accounts of the Partners pursuant to Article 6, as of the following times: (i) the termination of the Partnership for federal income tax purposes pursuant to Code Section 708(b)(1)(B); and (ii) the termination of the Partnership either by expiration of the Partnership's term or the occurrence of an event described in paragraph 10.1. 1.3 AFFILIATE. An Affiliate of any person shall mean any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by or is under common control with the person specified. 1.4 CAPITAL ACCOUNT. The Capital Account of each Partner shall consist of its original capital contribution (in kind contributions shall be credited at their Adjusted Asset Value), (i) increased by any additional capital contributions, its share of income or gain that is allocated to it pursuant to this Agreement, any Capital Account shift in favor of such Partner, and (ii) decreased by the amount of any distributions to or withdrawals by it, its share of expense or loss that is allocated to it pursuant to this Agreement, the amount of any Capital Account shift away from the Capital Account of such Partner. The foregoing provision and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation Section 1.704 1(b)(2)(iv), and shall, except as otherwise expressly provided herein, be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to comply with such Regulations, the General Partner may make such modification, provided that it is not likely to have more than an insignificant effect on the total amounts distributable to any Partner pursuant to Article VIII and Article XI. 1.5 CAPITAL CONTRIBUTION. A Partner's Capital Contribution shall mean the amount that such Partner has contributed to the capital of the Partnership as set forth opposite such Partner's name on Exhibit A hereto, as from time to time amended. 1.6 CODE. The Code is the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law). 1.7 DEEMED GAIN OR DEEMED LOSS. The Deemed Gain from any in kind distribution of Securities shall be equal to the excess, if any, of the fair market value of the Securities distributed (valued as of the date of distribution in accordance with paragraph 13.1), over the aggregate Adjusted Asset Value of the Securities distributed. The Deemed Loss from any in kind distribution of Securities shall be equal to the excess, if any, of the aggregate Adjusted Asset Value of the Securities distributed over the fair market value of the Securities distributed (valued as of the date of distribution in accordance with paragraph 13.1). 1.8 EXCLUDED INVESTMENT. Excluded Investment means a Security of the Partnership 2.

that one or more Partners does not share in because (i) he or she is an officer, director or five percent or greater shareholder of the issuer of the Security or (ii) the Investment Committee of the Board of Directors of Adobe otherwise determines that it is inappropriate for such Partner to participate in the investment because of the Partner's involvement with the issuer of the Security. An Excluded Investment shall be designated as such at the time of its acquisition. 1.9 MAJORITY IN INTEREST OF THE CLASS A LIMITED PARTNERS. Majority in Interest of the Class A Limited Partners means one or more Class A Limited Partners who own in the aggregate a majority of the Class A Units. 1.10 MARKETABLE; MARKETABLE SECURITIES; MARKETABILITY. These terms shall refer to Securities that are (a) traded on a national securities exchange or over the counter or (b) currently the subject of an effective Securities Act registration statement. Notwithstanding the foregoing, a Security shall not be deemed to be a Marketable Security if, in the good faith judgment of the General Partner, the market on which such

that one or more Partners does not share in because (i) he or she is an officer, director or five percent or greater shareholder of the issuer of the Security or (ii) the Investment Committee of the Board of Directors of Adobe otherwise determines that it is inappropriate for such Partner to participate in the investment because of the Partner's involvement with the issuer of the Security. An Excluded Investment shall be designated as such at the time of its acquisition. 1.9 MAJORITY IN INTEREST OF THE CLASS A LIMITED PARTNERS. Majority in Interest of the Class A Limited Partners means one or more Class A Limited Partners who own in the aggregate a majority of the Class A Units. 1.10 MARKETABLE; MARKETABLE SECURITIES; MARKETABILITY. These terms shall refer to Securities that are (a) traded on a national securities exchange or over the counter or (b) currently the subject of an effective Securities Act registration statement. Notwithstanding the foregoing, a Security shall not be deemed to be a Marketable Security if, in the good faith judgment of the General Partner, the market on which such Security trades is not adequate to permit an orderly sale of all shares of such Security held by the Partnership within a reasonable time period or if the Securities cannot be sold because of lock-up restrictions or other contractual restrictions on transfer. 1.11 NONMARKETABLE SECURITIES. Nonmarketable Securities are all Securities other than Marketable Securities. 1.12 PROFIT OR LOSS. Profit or Loss shall be an amount computed separately for each Security for each Accounting Period as of the last day thereof that is equal to the Partnership's taxable income or loss for each Security for such Accounting Period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments: (a) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profit or Loss pursuant to this paragraph shall be added to such taxable income or loss; (b) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705 (a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704 1(b)(2)(iv)(i) and not otherwise taken into account in computing Profit or Loss pursuant to this paragraph shall be subtracted from such taxable income or loss; (c) Gain or loss resulting from any disposition of a Partnership asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Adjusted Asset Value of the asset disposed of rather than its adjusted tax basis; (d) The difference between the gross fair market value of all Partnership assets and their respective Adjusted Asset Values shall be added to such taxable income or loss in 3.

the circumstances described in paragraph 1.2; (e) Items which are specially allocated pursuant to paragraph 6.3 hereof shall not be taken into account in computing Profit or Loss; and (f) Short Term Income shall not be taken into account in computing Profit or Loss. 1.13 SECURITIES. Securities shall mean securities of every kind and nature and rights and options with respect thereto, including stock, notes, bonds, debentures, evidences of indebtedness and other business interests of every type, including partnerships, joint ventures, proprietorships, limited liability companies and other business entities.

the circumstances described in paragraph 1.2; (e) Items which are specially allocated pursuant to paragraph 6.3 hereof shall not be taken into account in computing Profit or Loss; and (f) Short Term Income shall not be taken into account in computing Profit or Loss. 1.13 SECURITIES. Securities shall mean securities of every kind and nature and rights and options with respect thereto, including stock, notes, bonds, debentures, evidences of indebtedness and other business interests of every type, including partnerships, joint ventures, proprietorships, limited liability companies and other business entities. 1.14 SECURITIES ACT. Securities Act is the Securities Act of 1933, as amended. 1.15 SHORT TERM INCOME. Short Term Income shall mean gross income realized by the Partnership from investments of funds pending their investment or distribution, including amounts earned from investments in commercial paper, securities of the United States government, certificates of deposit and cash deposits in banks and other financial institutions. 1.16 TREASURY REGULATIONS. Treasury Regulations shall mean the Income Tax Regulations promulgated under the Code, as such Regulations may be amended from time to time (including corresponding provisions of succeeding Regulations). 1.17 UNITS. Units means the ownership interests in the Partnership designated as Class A Units and Class B Units and such other classes of units as may from time to time be issued with the consent of the General Partner and a Majority in Interest of the Class A Limited Partners. ARTICLE 2 NAME, PURPOSE AND OFFICES OF PARTNERSHIP 2.1 NAME. The name of the Partnership is ADOBE INCENTIVE PARTNERS, L.P. The affairs of the Partnership shall be conducted under the Partnership name. 2.2 PURPOSE. The primary purpose of the Partnership is to (i) invest in, and receive and hold capital contributions of, Securities of private companies (either directly or indirectly through Adobe's interest in Adobe Ventures, L.P., a California limited partnership) which either (a) operate or are expected to operate in any industry related to the business operations of Adobe, including companies which possess or may possess technologies, sales and services capabilities, operations or content related to any Adobe product, or (b) have been identified by Adobe as candidates for a strategic relationship with Adobe and (ii) invest as a limited partner in Adobe 4.

Ventures II, L.P., a California limited partnership ("AVII") and any successor Adobe Ventures investment fund. The general purposes of the Partnership are to buy, sell, hold, and otherwise invest in securities of such companies of every kind and nature and rights and options with respect thereto, including, without limitation, stock, notes, bonds, debentures, partnership interests, interests in limited liability companies and evidences of indebtedness; to exercise all rights, powers, privileges, and other incidents of ownership or possession with respect to Securities held or owned by the Partnership; to enter into, make, and perform all contracts and other undertakings; and to engage in all activities and transactions as may be necessary, advisable, or desirable to carry out the foregoing. 2.3 PRINCIPAL OFFICE. The principal office of the Partnership shall be at 345 Park Avenue, San Jose, California 95110-2704, or such other place or places in California as the General Partner may from time to time designate.

Ventures II, L.P., a California limited partnership ("AVII") and any successor Adobe Ventures investment fund. The general purposes of the Partnership are to buy, sell, hold, and otherwise invest in securities of such companies of every kind and nature and rights and options with respect thereto, including, without limitation, stock, notes, bonds, debentures, partnership interests, interests in limited liability companies and evidences of indebtedness; to exercise all rights, powers, privileges, and other incidents of ownership or possession with respect to Securities held or owned by the Partnership; to enter into, make, and perform all contracts and other undertakings; and to engage in all activities and transactions as may be necessary, advisable, or desirable to carry out the foregoing. 2.3 PRINCIPAL OFFICE. The principal office of the Partnership shall be at 345 Park Avenue, San Jose, California 95110-2704, or such other place or places in California as the General Partner may from time to time designate. ARTICLE 3 TERM OF PARTNERSHIP 3.1 TERM. The term of the Partnership shall commence upon the later of the date hereof or the date of the filing of the Certificate of Limited Partnership of the Partnership with the office of the Secretary of State of the State of California (the "Formation Date") and shall continue until the fifteenth anniversary of the Formation Date unless extended by consent of the General Partner and a Majority in Interest of the Class A Limited Partners or sooner dissolved as provided in paragraph 11.1 below. 3.2 EVENTS AFFECTING A LIMITED PARTNER OF THE PARTNERSHIP. The death, temporary or permanent incapacity, insanity, incompetency, bankruptcy, liquidation, dissolution, reorganization, merger, sale of all or substantially all the equity interests or assets of, or other change in the ownership or nature of a Limited Partner shall not dissolve the Partnership. 3.3 EVENTS AFFECTING THE GENERAL PARTNER OF THE PARTNERSHIP. Except as specifically provided in paragraph 11.1, the bankruptcy, liquidation, dissolution, reorganization, merger, sale of all or substantially all the equity interests or assets of, or other change in the ownership or nature of the General Partner shall not dissolve the Partnership. 5.

ARTICLE 4 NAME AND ADMISSION OF PARTNERS 4.1 NAME, ADDRESS AND UNITS. The name and address of the General Partner and each Limited Partner (hereinafter the General Partner and Limited Partners shall be referred to collectively as the "Partners" and individually as a "Partner") and the amount of such Partner's Capital Contribution (and a description of such Capital Contribution if other than cash) to and number of Units in the Partnership are set forth on Exhibit A hereto. The Partnership shall initially have two classes of limited partnership interests which are designated Class A Units and Class B Units and shall have the rights, preferences and privileges set forth in this Agreement. Each Limited Partner owning Class A Units is sometimes referred to herein as a Class A Limited Partner and each Limited Partner owning Class B Units is sometimes referred to herein as a Class B Limited Partner. The Class A Limited Partners and Class B Limited Partners are collectively referred to as the Limited Partners. The ownership of the Class A Units and Class B Units is set forth on Exhibit A hereto. The General Partner shall cause Exhibit A to be amended from time to time to reflect the admission of any new Partner, the withdrawal or substitution of any Partner, receipt by the Partnership of notice of any change of address of a Partner, or the change in any Partner's Capital Contribution or Units. An amended Exhibit A shall supersede any prior Exhibit A and become a part of this Agreement. A copy of the most recent amended Exhibit A shall be kept on file at the principal office of the Partnership. 4.2 ADMISSION OF ADDITIONAL PARTNERS.

ARTICLE 4 NAME AND ADMISSION OF PARTNERS 4.1 NAME, ADDRESS AND UNITS. The name and address of the General Partner and each Limited Partner (hereinafter the General Partner and Limited Partners shall be referred to collectively as the "Partners" and individually as a "Partner") and the amount of such Partner's Capital Contribution (and a description of such Capital Contribution if other than cash) to and number of Units in the Partnership are set forth on Exhibit A hereto. The Partnership shall initially have two classes of limited partnership interests which are designated Class A Units and Class B Units and shall have the rights, preferences and privileges set forth in this Agreement. Each Limited Partner owning Class A Units is sometimes referred to herein as a Class A Limited Partner and each Limited Partner owning Class B Units is sometimes referred to herein as a Class B Limited Partner. The Class A Limited Partners and Class B Limited Partners are collectively referred to as the Limited Partners. The ownership of the Class A Units and Class B Units is set forth on Exhibit A hereto. The General Partner shall cause Exhibit A to be amended from time to time to reflect the admission of any new Partner, the withdrawal or substitution of any Partner, receipt by the Partnership of notice of any change of address of a Partner, or the change in any Partner's Capital Contribution or Units. An amended Exhibit A shall supersede any prior Exhibit A and become a part of this Agreement. A copy of the most recent amended Exhibit A shall be kept on file at the principal office of the Partnership. 4.2 ADMISSION OF ADDITIONAL PARTNERS. (a) Except as provided in paragraph 10.6, an additional person may be admitted as a Partner only with the consent of, and on such terms as are approved by, the General Partner and a Majority in Interest of the Class A Limited Partners. At the time an additional person is admitted as a Limited Partner, the General Partner shall determine whether such person shall participate in investments made prior to the date of admission. (b) Each additional person admitted as a Partner shall execute and deliver to the Partnership a counterpart of this Agreement or otherwise become bound by the terms of this Agreement. 6.

ARTICLE 5 CAPITAL ACCOUNTS AND CAPITAL CONTRIBUTIONS 5.1 CAPITAL ACCOUNTS. An individual Capital Account shall be maintained for each Partner and shall be divided into subaccounts for each Security owned by the Partnership. At the time each Class B Limited Partner is admitted to the Partnership, and thereafter whenever the Class A Limited Partner makes an additional Capital Contribution to the Partnership, there shall be a deemed Capital Account shift from the Class A Limited Partner in favor of the Class B Limited Partners. The total amount of Capital Account shift shall be the product of the "Shift Percentage" times the amount of the Capital Contributions of the Class A Limited Partner (with in kind contributions valued at their Adjusted Asset Value) times a fraction, the numerator of which is the number of Class B Units then outstanding and the denominator of which is the total number of Class A Units and Class B Units outstanding. The Shift Percentage shall be ten percent (10%) unless the General Partner determines another percentage is more appropriate. 5.2 INITIAL CAPITAL CONTRIBUTIONS. The initial Capital Contributions of the Partners is set forth on Exhibit A. Securities contributed by the Class A Limited Partner are shown at their agreed fair market values on Exhibit A. No Capital Contribution shall be required of any Class B Limited Partner. 5.3 CAPITAL CONTRIBUTIONS OF THE GENERAL PARTNER. The General Partner shall contribute capital to the Partnership in cash in an amount equal to one percent (1%) of the amount contributed by the Limited Partners and the General Partner on each date on which a Limited Partner makes a contribution. 5.4 ADDITIONAL CAPITAL CONTRIBUTIONS. A Partner may make additional Capital Contributions only

ARTICLE 5 CAPITAL ACCOUNTS AND CAPITAL CONTRIBUTIONS 5.1 CAPITAL ACCOUNTS. An individual Capital Account shall be maintained for each Partner and shall be divided into subaccounts for each Security owned by the Partnership. At the time each Class B Limited Partner is admitted to the Partnership, and thereafter whenever the Class A Limited Partner makes an additional Capital Contribution to the Partnership, there shall be a deemed Capital Account shift from the Class A Limited Partner in favor of the Class B Limited Partners. The total amount of Capital Account shift shall be the product of the "Shift Percentage" times the amount of the Capital Contributions of the Class A Limited Partner (with in kind contributions valued at their Adjusted Asset Value) times a fraction, the numerator of which is the number of Class B Units then outstanding and the denominator of which is the total number of Class A Units and Class B Units outstanding. The Shift Percentage shall be ten percent (10%) unless the General Partner determines another percentage is more appropriate. 5.2 INITIAL CAPITAL CONTRIBUTIONS. The initial Capital Contributions of the Partners is set forth on Exhibit A. Securities contributed by the Class A Limited Partner are shown at their agreed fair market values on Exhibit A. No Capital Contribution shall be required of any Class B Limited Partner. 5.3 CAPITAL CONTRIBUTIONS OF THE GENERAL PARTNER. The General Partner shall contribute capital to the Partnership in cash in an amount equal to one percent (1%) of the amount contributed by the Limited Partners and the General Partner on each date on which a Limited Partner makes a contribution. 5.4 ADDITIONAL CAPITAL CONTRIBUTIONS. A Partner may make additional Capital Contributions only with the consent of the General Partner and a Majority in Interest of the Class A Limited Partners. No Partner shall be required to make any additional Capital Contributions to the Partnership except as provided in paragraph 5.3. ARTICLE 6 PARTNERSHIP ALLOCATIONS 6.1 ALLOCATION OF PROFIT OR LOSS. Except as hereinafter provided in this Article 6: (a) Profit of the Partnership for each Security for each Accounting Period shall be separately allocated among the Partners as follows: (i) First, to the General Partner to and to the extent of Loss 7.

allocations respecting such Security previously made to it pursuant to paragraph 6.1(b)(iv); (ii) Second, to the Class A Limited Partner and General Partner pro rata in proportion to and to the extent of Loss allocation respecting such Security previously allocated to them pursuant to paragraph 6.1(b)(iii); (iii) Third, to the Class B Limited Partners and General Partner pro rata in proportion to and to the extent of Loss allocations respecting such Security previously made to them pursuant to paragraph 6.1(b)(ii); and (iv) Then, 99% to the Limited Partners (pro rata among them in accordance with their respective number of Units) and 1% to the General Partner.

allocations respecting such Security previously made to it pursuant to paragraph 6.1(b)(iv); (ii) Second, to the Class A Limited Partner and General Partner pro rata in proportion to and to the extent of Loss allocation respecting such Security previously allocated to them pursuant to paragraph 6.1(b)(iii); (iii) Third, to the Class B Limited Partners and General Partner pro rata in proportion to and to the extent of Loss allocations respecting such Security previously made to them pursuant to paragraph 6.1(b)(ii); and (iv) Then, 99% to the Limited Partners (pro rata among them in accordance with their respective number of Units) and 1% to the General Partner. (b) Loss of the Partnership for each Accounting Period shall be allocated as follows: (i) First, to the Partners pro rata in proportion to and to the extent of income allocations previously made to them pursuant to paragraph 6.1(a)(iv); (ii) Second, 99% to the Class B Limited Partners (pro rata among them in accordance with their respective number of Units) and 1% to the General Partner; (iii) Then, 1% to the General Partner and 99% to the Class A Limited Partner until their Capital Accounts are reduced to zero; and (iv) Then, to the General Partner. (c) Short Term Income shall be allocated to the Partners pro rata in proportion to their respective Capital Contributions. 6.2 OTHER ALLOCATIONS. Notwithstanding the foregoing, the allocations provided in this Article 6 shall be subject to the following exceptions: (a) (i) Any loss or expense otherwise allocable to a Limited Partner that exceeds the balance in such Limited Partner's Capital Account subaccount for a Security shall instead be allocated first to all Partners who have positive balances in their Capital Accounts subaccounts for such Security in proportion to such positive balances, and when all Partners' Capital Accounts subaccounts for such Security have been reduced to zero (0), then to the General Partner. (ii) In the event the Limited Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4) through (d)(6), that causes the balance in such Partner's Capital Account to be reduced below zero (0), items of Partnership income and gain shall be specially allocated to such 8.

Limited Partner in an amount and manner sufficient to eliminate the deficit balance in its Capital Account created by such adjustments, allocations, or distributions as quickly as possible. (iii) For purposes of this subparagraph (a), the balance in a Partner's Capital Account shall take into account the adjustments provided in Treasury Regulation Section 1.704 1(b)(2)(ii)(d)(4) through (d)(6). (iv) Any special allocations of items of profit, income, gain, loss or expense pursuant to this subparagraph (a) shall be taken into account in computing subsequent allocations, so that the net amount of any items so allocated and the profit, gain, loss, income, expense, and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each such Partner if such special allocations pursuant to this subparagraph (a) had not occurred. (b) To the extent the Partnership has taxable interest income or expense with respect to any promissory note

Limited Partner in an amount and manner sufficient to eliminate the deficit balance in its Capital Account created by such adjustments, allocations, or distributions as quickly as possible. (iii) For purposes of this subparagraph (a), the balance in a Partner's Capital Account shall take into account the adjustments provided in Treasury Regulation Section 1.704 1(b)(2)(ii)(d)(4) through (d)(6). (iv) Any special allocations of items of profit, income, gain, loss or expense pursuant to this subparagraph (a) shall be taken into account in computing subsequent allocations, so that the net amount of any items so allocated and the profit, gain, loss, income, expense, and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each such Partner if such special allocations pursuant to this subparagraph (a) had not occurred. (b) To the extent the Partnership has taxable interest income or expense with respect to any promissory note between any Partner and the Partnership as holder and maker or maker and holder pursuant to Section 483, Sections 1271 through 1288, or Section 7872 of the Code, such interest income or expense shall be specially allocated to the Partner to whom such promissory note relates, and such Partner's Capital Account adjusted if appropriate. (c) No Partner shall be allocated Profit or Loss of a Security (i) which is designated an Excluded Investment with respect to that Partner or (ii) which was acquired by the Partnership prior to such Partner's admission to the Partnership, unless otherwise agreed by the Partnership and such Partner at the time of such Partner's admission.. 6.3 INCOME TAX ALLOCATIONS. (a) Except as otherwise provided in this paragraph or as otherwise required by the Code and the rules and Treasury Regulations promulgated thereunder, a Partner's distributive share of Partnership income, gain, loss, deduction, or credit for income tax purposes shall be the same as is entered in the Partner's Capital Account pursuant to this Agreement. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any asset contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Adjusted Asset Value. (c) In the event the Adjusted Asset Value of any Partnership asset is adjusted pursuant to the terms of this Agreement, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Adjusted Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder. 9.

ARTICLE 7 PARTNERSHIP EXPENSES 7.1 EXPENSES. The General Partner shall bear (i) all normal operating expenses incurred in the investigation of investment opportunities and the monitoring and management of investments; (ii) all costs and expenses incurred in the holding, purchase, sale or exchange of Securities (whether or not ultimately consummated), including, but not by way of limitation, private placement fees, finder's fees, interest, taxes, brokerage fees, legal fees, audit and accounting fees, consulting fees, and all expenses incurred in connection with the registration of the Partnership's Securities under applicable securities laws or regulations; (iii) all expenses incurred by the General Partner in serving as the tax matters partner, the cost of liability and other insurance premiums, all out-of-pocket expenses of preparing and distributing reports to Partners, all legal and accounting fees relating to the Partnership and its activities, all costs and expenses arising out of the Partnership's indemnification obligation pursuant to this Agreement and all other operating expenses of the Partnership; (iv) all organizational and syndication costs, fees,

ARTICLE 7 PARTNERSHIP EXPENSES 7.1 EXPENSES. The General Partner shall bear (i) all normal operating expenses incurred in the investigation of investment opportunities and the monitoring and management of investments; (ii) all costs and expenses incurred in the holding, purchase, sale or exchange of Securities (whether or not ultimately consummated), including, but not by way of limitation, private placement fees, finder's fees, interest, taxes, brokerage fees, legal fees, audit and accounting fees, consulting fees, and all expenses incurred in connection with the registration of the Partnership's Securities under applicable securities laws or regulations; (iii) all expenses incurred by the General Partner in serving as the tax matters partner, the cost of liability and other insurance premiums, all out-of-pocket expenses of preparing and distributing reports to Partners, all legal and accounting fees relating to the Partnership and its activities, all costs and expenses arising out of the Partnership's indemnification obligation pursuant to this Agreement and all other operating expenses of the Partnership; (iv) all organizational and syndication costs, fees, and expenses incurred by or on behalf of the General Partner or the Partnership in connection with the formation and organization of the Partnership, including legal and accounting fees and expenses incident thereto with respect to the formation and organization of the Partnership; and (v) all liquidation costs, fees, and expenses incurred by the General Partner (or its designee) or the Partnership in connection with the liquidation of the Partnership at the end of the Partnership's term, specifically including but not limited to legal and accounting fees and expenses. ARTICLE 8 WITHDRAWALS BY AND DISTRIBUTIONS TO THE PARTNERS 8.1 INTEREST. No interest shall be paid to any Partner on account of its interest in the capital of or on account of its investment in the Partnership. 8.2 WITHDRAWALS BY THE PARTNERS. No Partner may withdraw any amount from its Capital Account unless such withdrawal is made pursuant to this Article 8, Article 11 or, in the case of the Class B Limited Partners, the Restricted Units Agreement between such Partner and the Partnership. 8.3 PARTNERS' OBLIGATION TO REPAY OR RESTORE. Except as required by law or the terms of this Agreement, no Partner shall be obligated at any time to repay or restore to the Partnership all or any part of any distribution made to it from the Partnership in accordance with the terms of this Article 8. 10.

8.4 CASH DISTRIBUTIONS. Subject to the following mandatory distribution provisions, the General Partner may, but shall not be obligated to, distribute cash as it may from time to time deem advisable. (a) TAX DISTRIBUTIONS. Within 90 days following the end of each fiscal year, the General Partner shall distribute to each Partner cash in an amount equal to 50% of the Partnership's taxable income allocated to such Partner for such year. The General Partner shall have the discretion to adjust the rate of distribution provided for in this paragraph 8.4(a) to reflect any increases made to the rates of taxation of ordinary income or capital gains, or both, under the Code or California law. (b) DISTRIBUTIONS OF DISTRIBUTABLE CASH. The Partnership shall distribute cash in excess of $200,000 arising from the disposition of portfolio company investments as soon as reasonably practicable. Such cash distributions shall be made one percent (1%) to the General Partner and ninety-nine percent (99%) to the Limited Partners as follows (provided, no Partner shall receive distributions from the disposition of a Security which is an Excluded Investment with respect to such Partner): (i) first, to the extent of the Limited Partners' unreturned capital investment respecting the Security disposed of, among the Limited Partners in proportion to their respective unreturned capital investment respecting such Security (unreturned capital investment shall take account of any Capital Account shifts under paragraph 5.1);

8.4 CASH DISTRIBUTIONS. Subject to the following mandatory distribution provisions, the General Partner may, but shall not be obligated to, distribute cash as it may from time to time deem advisable. (a) TAX DISTRIBUTIONS. Within 90 days following the end of each fiscal year, the General Partner shall distribute to each Partner cash in an amount equal to 50% of the Partnership's taxable income allocated to such Partner for such year. The General Partner shall have the discretion to adjust the rate of distribution provided for in this paragraph 8.4(a) to reflect any increases made to the rates of taxation of ordinary income or capital gains, or both, under the Code or California law. (b) DISTRIBUTIONS OF DISTRIBUTABLE CASH. The Partnership shall distribute cash in excess of $200,000 arising from the disposition of portfolio company investments as soon as reasonably practicable. Such cash distributions shall be made one percent (1%) to the General Partner and ninety-nine percent (99%) to the Limited Partners as follows (provided, no Partner shall receive distributions from the disposition of a Security which is an Excluded Investment with respect to such Partner): (i) first, to the extent of the Limited Partners' unreturned capital investment respecting the Security disposed of, among the Limited Partners in proportion to their respective unreturned capital investment respecting such Security (unreturned capital investment shall take account of any Capital Account shifts under paragraph 5.1); and (ii) then, to the extent of previously undistributed Profit respecting such Security, among the Partners in proportion to the allocation of such profit pursuant to Article 6. 8.5 IN KIND DISTRIBUTIONS. The General Partner may, but shall not be obligated to (except as provided in subparagraph 8.5(a) and paragraph 8.6 below), distribute Securities as it may from time to time deem advisable, PROVIDED, HOWEVER, that except with the consent of a Majority in Interest of the Class A Limited Partners, the General Partner shall not distribute Securities which are not Marketable Securities, other than distributions pursuant to the dissolution and winding up of the Partnership. (a) TIMING. (i) Marketable Securities acquired by the Partnership in exchange for the transfer of Nonmarketable Securities shall be distributed within 90 days of the date on which such Securities become Marketable Securities. (ii) Nonmarketable Securities which become Marketable Securities as a result of a public offering or otherwise shall be distributed within 90 days after the date on which such Securities become Marketable Securities. 11.

(b) APPORTIONMENT. (i) Distributions of Securities shall be made among the Partners in accordance with paragraph 8.4(b). (c) Immediately prior to any distribution in kind, the Deemed Gain or Deemed Loss of any Securities distributed shall be allocated to the Capital Accounts of the Partners as a Profit or Loss pursuant to Article 6. (d) Securities distributed in kind shall be subject to such conditions and restrictions as the General Partner determines are legally or contractually required. Whenever classes of Securities are distributed in kind, each Partner shall receive its ratable portion of each class of Securities distributed in kind. 8.6 WITHDRAWAL OF CLASS B LIMITED PARTNERS. (a) DEFINITIONS. (i) WITHDRAWAL. For purposes of this Agreement, a Class B Limited Partner shall be deemed to have withdrawn from the Partnership (a "Withdrawal") if such Class B Limited Partner dies, retires, withdraws or

(b) APPORTIONMENT. (i) Distributions of Securities shall be made among the Partners in accordance with paragraph 8.4(b). (c) Immediately prior to any distribution in kind, the Deemed Gain or Deemed Loss of any Securities distributed shall be allocated to the Capital Accounts of the Partners as a Profit or Loss pursuant to Article 6. (d) Securities distributed in kind shall be subject to such conditions and restrictions as the General Partner determines are legally or contractually required. Whenever classes of Securities are distributed in kind, each Partner shall receive its ratable portion of each class of Securities distributed in kind. 8.6 WITHDRAWAL OF CLASS B LIMITED PARTNERS. (a) DEFINITIONS. (i) WITHDRAWAL. For purposes of this Agreement, a Class B Limited Partner shall be deemed to have withdrawn from the Partnership (a "Withdrawal") if such Class B Limited Partner dies, retires, withdraws or becomes bankrupt, incompetent, insane or permanently incapacitated. (ii) BANKRUPT. A person shall be deemed bankrupt if (i) any proceeding is commenced against such person for any relief under bankruptcy or insolvency laws, or laws relating to the relief of debtors, reorganizations, arrangements, compositions, or extensions and is not dismissed within ninety (90) days after such proceedings have been commenced, or (ii) if such person commences any proceeding for relief under bankruptcy or insolvency laws or law relating to the relief of debtors, reorganizations, arrangements, compositions, or extensions. (iii) INCOMPETENT. A person shall be deemed incompetent if such person shall be adjudged incompetent by a decree of a court of competent jurisdiction or if a conservator is appointed for such person. (iv) INSANE. A person shall be deemed insane if such person shall be adjudged insane by a decree of a court of competent jurisdiction. (v) PERMANENTLY INCAPACITATED. A person shall be deemed permanently incapacitated whenever such person is determined by competent medical authority selected by the General Partner to be permanently incapable of carrying out his functions as a Class A Limited Partner hereunder. (vi) FORMER PARTNER. Any Class B Limited Partner who withdraws 12.

from the Partnership, or the estate or legal representative of any such Member shall be deemed a "Former Partner" on the date of such withdrawal. (b) EFFECT OF WITHDRAWAL OF A CLASS B LIMITED PARTNER. In the event of the Withdrawal of a Class B Limited Partner, the interest of such Former Partner in the Partnership shall terminate and the Former Member, or his or her personal representative, shall be entitled only to the payments and distributions provided for in such Former Partner's Restricted Units Agreement, all on the terms and conditions set forth in such agreement. Any reduction in the Units of a Class B Limited Partner caused by his or her Withdrawal shall increase, pro tanto, the Class A Units of the Class A Limited Partner. ARTICLE 9 MANAGEMENT DUTIES AND RESTRICTIONS 9.1 MANAGEMENT. Except as otherwise provided in this Agreement, the General Partner shall have the sole and exclusive right to manage, control, and conduct the affairs of the Partnership and to do any and all acts on

from the Partnership, or the estate or legal representative of any such Member shall be deemed a "Former Partner" on the date of such withdrawal. (b) EFFECT OF WITHDRAWAL OF A CLASS B LIMITED PARTNER. In the event of the Withdrawal of a Class B Limited Partner, the interest of such Former Partner in the Partnership shall terminate and the Former Member, or his or her personal representative, shall be entitled only to the payments and distributions provided for in such Former Partner's Restricted Units Agreement, all on the terms and conditions set forth in such agreement. Any reduction in the Units of a Class B Limited Partner caused by his or her Withdrawal shall increase, pro tanto, the Class A Units of the Class A Limited Partner. ARTICLE 9 MANAGEMENT DUTIES AND RESTRICTIONS 9.1 MANAGEMENT. Except as otherwise provided in this Agreement, the General Partner shall have the sole and exclusive right to manage, control, and conduct the affairs of the Partnership and to do any and all acts on behalf of the Partnership. 9.2 NO CONTROL BY THE LIMITED PARTNERS; NO WITHDRAWAL. The Limited Partners shall take no part in the control or management of the affairs of the Partnership nor shall the Limited Partners have any authority to act for or on behalf of the Partnership or to vote on any matter relative to the Partnership and its affairs except as is specifically permitted by this Agreement. Except as specifically set forth in this Agreement or in the Restricted Units Agreements between the Partnership and each Class B Limited Partner, no Limited Partner shall withdraw or be required to withdraw from the Partnership. 9.3 CLASS A LIMITED PARTNER APPROVAL RIGHTS. Notwithstanding paragraph 9.2, the prior written approval of a Majority in Interest of the Class A Limited Partners shall be required for the General Partner or the Partnership to carry out any of the following activities: (a) Elect or admit a new General Partner; (b) Dissolve, wind up or liquidate the Partnership, other than in accordance with the terms of this Agreement; (c) Amend this Agreement, except as otherwise provided herein; (d) Invest in or acquire Securities of any one company in an amount in excess of $3,000,000; (e) Acquire more than fifty percent (50%) of the outstanding voting Securities of any one company; 13.

(f) Borrow funds, or pledge, encumber or hypothecate any assets of the Partnership as security for a loan; (g) Commence or defend any litigation pertaining to the Partnership or its assets, prosecute, settle or compromise claims against third parties, settle or compromise claims against the Partnership, other than with respect to any litigation pertaining to the obligations of the Limited Partners under this Agreement, and (h) Make or revoke any election pursuant to the Code, including an election pursuant to Section 754 of the Code, or any comparable federal or state law regarding taxation. 9.4 INVESTMENT OPPORTUNITIES. (a) Each Limited Partner acknowledges that the General Partner may make venture capital investments other than through the Partnership. Each Limited Partner hereby consents and agrees to such activities and investments and further consents and agrees that neither the Partnership nor any of its Partners shall have, pursuant to this Agreement, any rights in or to such activities or investments or any profits derived therefrom.

(f) Borrow funds, or pledge, encumber or hypothecate any assets of the Partnership as security for a loan; (g) Commence or defend any litigation pertaining to the Partnership or its assets, prosecute, settle or compromise claims against third parties, settle or compromise claims against the Partnership, other than with respect to any litigation pertaining to the obligations of the Limited Partners under this Agreement, and (h) Make or revoke any election pursuant to the Code, including an election pursuant to Section 754 of the Code, or any comparable federal or state law regarding taxation. 9.4 INVESTMENT OPPORTUNITIES. (a) Each Limited Partner acknowledges that the General Partner may make venture capital investments other than through the Partnership. Each Limited Partner hereby consents and agrees to such activities and investments and further consents and agrees that neither the Partnership nor any of its Partners shall have, pursuant to this Agreement, any rights in or to such activities or investments or any profits derived therefrom. (b) Each Limited Partner hereby agrees that the General Partner may offer the right to participate in investment opportunities of the Partnership to other private investors, groups, partnerships, or corporations whenever the General Partner, in its discretion, so determines. (c) During the term of this Agreement, each Limited Partner may engage in any activity whatsoever for its own profit or advantage, whether or not such activity may be in direct or indirect competition with the Partnership, subject to any restrictions imposed on such Limited Partner outside this Agreement. (d) Any investment by the Partnership shall first be approved by the Investment Committee of the Board of Directors of Adobe. 9.5 COMPLIANCE WITH PARTNERSHIP AGREEMENT; DETRIMENTAL ACTS. No Partner shall do any act in contravention of this Agreement or that would be detrimental to the best interests of this Partnership, or that would make it impossible to carry on the affairs of the Partnership. 14.

ARTICLE 10 INVESTMENT REPRESENTATION AND TRANSFER OF PARTNERSHIP INTERESTS 10.1 INVESTMENT REPRESENTATION OF THE LIMITED PARTNERS. This Agreement is made with each Limited Partner in reliance upon the Limited Partner's representation to the Partnership, which by executing this Agreement the Limited Partner hereby confirms, that its interest in the Partnership is to be acquired for investment, and not with a view to the sale or distribution of any part thereof, and that it has no present intention of selling, granting participation in, or otherwise distributing the same, and the Limited Partner understands that its interest in the Partnership has not been registered under the Securities Act and that any transfer or other disposition of the interest may not be made without registration under the Securities Act or pursuant to an applicable exemption therefrom. Each Limited Partner further represents that it does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participations to such person, or to any third person, with respect to its interest in the Partnership. 10.2 QUALIFICATIONS OF THE LIMITED PARTNERS. Each Limited Partner represents that it is an "accredited investor" within the meaning of that term as defined in Regulation D promulgated under the Securities Act as set forth below or elsewhere in Regulation D as amended from time to time: (a) An individual who has a net worth or joint net worth with that person's spouse exceeding $1,000,000 at the time of becoming a Limited Partner; or

ARTICLE 10 INVESTMENT REPRESENTATION AND TRANSFER OF PARTNERSHIP INTERESTS 10.1 INVESTMENT REPRESENTATION OF THE LIMITED PARTNERS. This Agreement is made with each Limited Partner in reliance upon the Limited Partner's representation to the Partnership, which by executing this Agreement the Limited Partner hereby confirms, that its interest in the Partnership is to be acquired for investment, and not with a view to the sale or distribution of any part thereof, and that it has no present intention of selling, granting participation in, or otherwise distributing the same, and the Limited Partner understands that its interest in the Partnership has not been registered under the Securities Act and that any transfer or other disposition of the interest may not be made without registration under the Securities Act or pursuant to an applicable exemption therefrom. Each Limited Partner further represents that it does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participations to such person, or to any third person, with respect to its interest in the Partnership. 10.2 QUALIFICATIONS OF THE LIMITED PARTNERS. Each Limited Partner represents that it is an "accredited investor" within the meaning of that term as defined in Regulation D promulgated under the Securities Act as set forth below or elsewhere in Regulation D as amended from time to time: (a) An individual who has a net worth or joint net worth with that person's spouse exceeding $1,000,000 at the time of becoming a Limited Partner; or (b) An individual who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and who reasonably expects reaching the same income level in the current year. The term "net worth" means the excess of total assets over total liabilities. In computing net worth for the purposes of paragraph 10.2(a) above, the principal residence of the investor must be valued at cost, including cost of improvements, or at a recently appraised value by an institutional lender making a secured loan, net of encumbrances. 10.3 TRANSFER BY THE GENERAL PARTNER. The General Partner may not sell, assign, pledge, mortgage or otherwise dispose of its interest in the Partnership or in its capital assets or property without the prior written approval of a Majority in Interest of the Class A Limited Partners. 10.4 TRANSFER BY A LIMITED PARTNER. No Limited Partner may sell, assign, pledge, 15.

mortgage, or otherwise dispose of or transfer its interest in the Partnership without the prior written approval of the General Partner. 10.5 REQUIREMENTS FOR TRANSFER. No transfer or other disposition of the interest of a Limited Partner shall be permitted until the General Partner is reasonably satisfied that the effect of such transfer or disposition would not: (a) result in the termination of the Partnership's tax year under Section 708(b)(1)(B) of the Code; (b) result in violation of the Securities Act or any comparable state law; (c) require the Partnership to register as an investment company under the Investment Company Act of 1940, as amended; (d) require the Partnership or the General Partner to register as an investment adviser under the Investment

mortgage, or otherwise dispose of or transfer its interest in the Partnership without the prior written approval of the General Partner. 10.5 REQUIREMENTS FOR TRANSFER. No transfer or other disposition of the interest of a Limited Partner shall be permitted until the General Partner is reasonably satisfied that the effect of such transfer or disposition would not: (a) result in the termination of the Partnership's tax year under Section 708(b)(1)(B) of the Code; (b) result in violation of the Securities Act or any comparable state law; (c) require the Partnership to register as an investment company under the Investment Company Act of 1940, as amended; (d) require the Partnership or the General Partner to register as an investment adviser under the Investment Advisers Act of 1940, as amended; (e) result in a termination of the Partnership's status as a partnership for federal income tax purposes; (f) result in a violation of any law, rule, or regulation by a Limited Partner, the Partnership or the General Partner; or (g) cause the Partnership to be deemed to be a "publicly traded partnership" as such term is defined in Section 7704(b) of the Code. 10.6 SUBSTITUTION AS A LIMITED PARTNER. A transferee of a Limited Partner's interest pursuant to this Article 10 shall become a substituted Limited Partner only with the consent of the General Partner (which consent may be withheld by the General Partner for any reason or for no reason) and only if such transferee (a) elects to become a substituted Limited Partner and (b) executes, acknowledges and delivers to the Partnership such other instruments as the General Partner may deem necessary or advisable to effect the admission of such transferee as a substituted Limited Partner, including, without limitation, the written acceptance and adoption by such transferee of the provisions of this Agreement. 10.7 EXPENSES OF TRANSFER. Any costs or expenses (including but not limited to reasonable attorneys fees) incurred by the Partnership in connection with the transfer of a Partnership interest hereunder shall be borne by the transferring Partner. 16.

ARTICLE 11 DISSOLUTION AND LIQUIDATION OF THE PARTNERSHIP 11.1 EARLY TERMINATION OF THE PARTNERSHIP. (a) The Partnership shall dissolve, and the affairs of the Partnership shall be wound up prior to the expiration of its term set forth in paragraph 3.1 upon the occurrence of any of the following events: (i) One hundred eighty (180) days after the withdrawal, bankruptcy, or dissolution of the General Partner of the Partnership, unless within ninety (90) days of such event, a Majority in Interest of the Class A Limited Partners elect to continue the business of the Partnership and to the appointment, effective as of the date of such withdrawal, bankruptcy or dissolution, of a new general partner. In the event that a new general partner is elected pursuant to the foregoing sentence, the interest of the General Partner shall be determined in accordance with paragraph 11.1(c) below;

ARTICLE 11 DISSOLUTION AND LIQUIDATION OF THE PARTNERSHIP 11.1 EARLY TERMINATION OF THE PARTNERSHIP. (a) The Partnership shall dissolve, and the affairs of the Partnership shall be wound up prior to the expiration of its term set forth in paragraph 3.1 upon the occurrence of any of the following events: (i) One hundred eighty (180) days after the withdrawal, bankruptcy, or dissolution of the General Partner of the Partnership, unless within ninety (90) days of such event, a Majority in Interest of the Class A Limited Partners elect to continue the business of the Partnership and to the appointment, effective as of the date of such withdrawal, bankruptcy or dissolution, of a new general partner. In the event that a new general partner is elected pursuant to the foregoing sentence, the interest of the General Partner shall be determined in accordance with paragraph 11.1(c) below; (ii) Sale or other transfer of substantially all of the assets of the Partnership; or (iii) Mutual consent of the General Partner and a Majority in Interest of the Class A Limited Partners. (b) In the event that the Partnership is dissolved pursuant to the provisions of this paragraph, the General Partner (or, if the dissolution occurs because of an event described in paragraph 11.1(a)(i), a Majority in Interest of the Class A Limited Partners) shall elect one or more liquidators to manage the liquidation of the Partnership in the manner described in this Article 11. (c) If the Limited Partners elect to continue the Partnership pursuant to its right under paragraph 11.1(a), the former General Partner*s interest in the Partnership shall become a limited partner interest and such former General Partner shall have no powers of a General Partner under this Agreement or the Act. The former General Partner*s interest in Short Term Income shall remain unchanged. The former General Partner*s interest in Profit and Loss shall limited to those allocations arising from assets acquired by the Partnership (i) prior to the date on which the former General Partner ceased to serve as General Partner (the "Cessation Date") or (ii) by use of the uninvested portion of the General Partner*s capital contributions made prior to the Cessation Date. The former General Partner shall have no obligation to make additional capital contributions pursuant to Article 4 after the Cessation Date. To the extent reasonably practicable, distributions of amounts allocable to the former General Partner shall be made in a manner consistent with the foregoing. 17.

11.2 WINDING UP PROCEDURES. (a) Promptly upon dissolution of the Partnership (unless the Partnership is continued in accordance with this Agreement or the provisions of the Act), the affairs of the Partnership shall be wound up and the Partnership liquidated. The closing Capital Accounts and subaccounts of all the Partners shall be computed as of the date of dissolution as if the date of dissolution were the last day of an Accounting Period in accordance with Article 6, and then adjusted in the following manner: (i) All assets and liabilities of the Partnership shall be valued as of the date of dissolution. (ii) The Partnership's assets as of the date of dissolution shall be deemed to have been sold at their fair market values and the resulting Profit or Loss shall be allocated to the Partners' Capital Accounts in accordance with the provisions of Article 6. The result for each Partner shall be its closing Capital Account. (b) Distributions during the winding up period may be made in cash or in kind or partly in cash and partly in kind. The General Partner or the liquidator shall use its best judgment as to the most advantageous time for the

11.2 WINDING UP PROCEDURES. (a) Promptly upon dissolution of the Partnership (unless the Partnership is continued in accordance with this Agreement or the provisions of the Act), the affairs of the Partnership shall be wound up and the Partnership liquidated. The closing Capital Accounts and subaccounts of all the Partners shall be computed as of the date of dissolution as if the date of dissolution were the last day of an Accounting Period in accordance with Article 6, and then adjusted in the following manner: (i) All assets and liabilities of the Partnership shall be valued as of the date of dissolution. (ii) The Partnership's assets as of the date of dissolution shall be deemed to have been sold at their fair market values and the resulting Profit or Loss shall be allocated to the Partners' Capital Accounts in accordance with the provisions of Article 6. The result for each Partner shall be its closing Capital Account. (b) Distributions during the winding up period may be made in cash or in kind or partly in cash and partly in kind. The General Partner or the liquidator shall use its best judgment as to the most advantageous time for the Partnership to sell Securities or to make distributions in kind. All cash and each Security distributed in kind after the date of dissolution of the Partnership shall be distributed ratably in accordance with the distribution provisions of Article 8. Each Security so distributed shall be subject to reasonable conditions and restrictions necessary or advisable in order to preserve the value of such Security or for legal reasons. ARTICLE 12 FINANCIAL ACCOUNTING, REPORTS, MEETINGS AND VOTING 12.1 FINANCIAL ACCOUNTING; FISCAL YEAR. The books and records of the Partnership shall be kept in accordance with the provisions of this Agreement and otherwise in accordance with generally accepted accounting principles consistently applied, and shall be reviewed at the end of each fiscal year by an independent public accountant of recognized national standing selected by the General Partner. The Partnership's fiscal year shall be a fifty-two/fifty-three week period ending on the Friday closest to November 30 of each year (the "Fiscal Year"). 12.2 SUPERVISION; INSPECTION OF BOOKS. Proper and complete books of account of the Partnership, copies of the Partnership's federal, state and local tax returns for each fiscal year, the Schedule of Partners set forth in Exhibit A, this Agreement and the Partnership's Certificate of Limited Partnership shall be kept under the supervision of the General Partner at the principal 18.

office of the Partnership. Such books and records shall be open to inspection by the Limited Partner, or their accredited representatives, at any reasonable time during normal business hours after reasonable advance notice. 12.3 PARTNERSHIP REPORTS; FINANCIAL STATEMENTS OF THE PARTNERSHIP. The General Partner shall deliver to the Limited Partners the following: (a) Within 120 days after the close of the Partnership's Fiscal Year, audited financial statements of the Partnership prepared in accordance with the terms of this Agreement and otherwise in accordance with generally accepted accounting principles, including an income statement for the year then ended and balance sheet as of the end of such year, a statement of changes in the Partners' Capital Accounts, and a list of investments then held. (b) Within 60 days after the close of each fiscal quarter, unaudited financial statements. (c) Within 10 days after the end of each fiscal quarter, a report from the General Partner which shall include a

office of the Partnership. Such books and records shall be open to inspection by the Limited Partner, or their accredited representatives, at any reasonable time during normal business hours after reasonable advance notice. 12.3 PARTNERSHIP REPORTS; FINANCIAL STATEMENTS OF THE PARTNERSHIP. The General Partner shall deliver to the Limited Partners the following: (a) Within 120 days after the close of the Partnership's Fiscal Year, audited financial statements of the Partnership prepared in accordance with the terms of this Agreement and otherwise in accordance with generally accepted accounting principles, including an income statement for the year then ended and balance sheet as of the end of such year, a statement of changes in the Partners' Capital Accounts, and a list of investments then held. (b) Within 60 days after the close of each fiscal quarter, unaudited financial statements. (c) Within 10 days after the end of each fiscal quarter, a report from the General Partner which shall include a status report on cash reserves, investments then held, a summary of acquisitions and dispositions of investments made by the Partnership during the preceding period and a valuation of each such investment. 12.4 TAX RETURNS AND TAX INFORMATION. The Partnership shall use the method of accounting for tax purposes that is selected by the General Partner after consultation with the Partnership's independent public accountants. The General Partner shall cause the Partnership's federal, state and local tax returns and IRS Form 1065, Schedule K 1, to be prepared and delivered to the Limited Partners within sixty (60) days after the close of the Partnership's fiscal year. During such period, the General Partner shall also cause the Partnership to furnish to any Limited Partner any other tax information reasonably requested by such Limited Partner. 12.5 TAX MATTERS PARTNER. The General Partner shall be the Partnership's tax matters partner under the Code and under any comparable provision of state law. The General Partner shall have the right to resign as tax matters partner by giving thirty (30) days' written notice to each Partner. Upon such resignation a successor tax matters partner shall be elected by a Majority In Interest of the Class A Limited Partners. The tax matters partner shall employ experienced tax counsel to represent the Partnership in connection with any audit or investigation of the Partnership by the Internal Revenue Service and in connection with all subsequent administrative and judicial proceedings arising out of such audit. If the tax matters partner is required by law or regulation to incur fees and expenses in connection with tax matters not affecting all the Partners, then the Partnership shall be entitled to reimbursement from those Partners on whose behalf such fees and expenses were incurred. The tax matters partner shall keep the Partners informed of all administrative and judicial proceedings, as required by Section 6223(g) of the Code, and shall furnish to each Partner, if such Partner so requests in writing, a copy of each notice or other communication received by the tax matters partner from the Internal Revenue Service, except such notices or communications as are sent directly to such requesting 19.

Partner by the Internal Revenue Service. The relationship of the tax matters partner to the Limited Partners is that of a fiduciary, and the tax matters partner has fiduciary obligations to perform its duties as tax matters partner in such manner as will serve the best interests of the Partnership and all of the Partnership's Partners. To the fullest extent permitted by law, but subject to the limitations and exclusions of paragraph 14.4 below, the Partnership agrees to indemnify the tax matters partner and its agents and save and hold them harmless, from and in respect to all (i) fees, costs and expenses in connection with or resulting from any claim, action, or demand against the tax matters partner, the General Partner or the Partnership that arise out of or in any way relate to the tax matters partner's status as tax matters partner for the Partnership, and (ii) all such claims, actions, and demands and any losses or damages therefrom, including amounts paid in settlement or compromise of any such claim, action, or demand. 12.6 SPECIAL MEETINGS. Subject to the provisions of the Act, each Partner may call a special meeting of the Partnership at any reasonable time on not less than ten (10), nor more than sixty (60), days* written notice. ARTICLE 13

Partner by the Internal Revenue Service. The relationship of the tax matters partner to the Limited Partners is that of a fiduciary, and the tax matters partner has fiduciary obligations to perform its duties as tax matters partner in such manner as will serve the best interests of the Partnership and all of the Partnership's Partners. To the fullest extent permitted by law, but subject to the limitations and exclusions of paragraph 14.4 below, the Partnership agrees to indemnify the tax matters partner and its agents and save and hold them harmless, from and in respect to all (i) fees, costs and expenses in connection with or resulting from any claim, action, or demand against the tax matters partner, the General Partner or the Partnership that arise out of or in any way relate to the tax matters partner's status as tax matters partner for the Partnership, and (ii) all such claims, actions, and demands and any losses or damages therefrom, including amounts paid in settlement or compromise of any such claim, action, or demand. 12.6 SPECIAL MEETINGS. Subject to the provisions of the Act, each Partner may call a special meeting of the Partnership at any reasonable time on not less than ten (10), nor more than sixty (60), days* written notice. ARTICLE 13 VALUATION 13.1 VALUATION. Subject to the specific standards set forth below, the valuation of Securities and other assets and liabilities under this Agreement shall be at fair market value. Except as may be required under applicable Treasury Regulations, no value shall be placed on the goodwill or the name of the Partnership in determining the value of the interest of any Partner or in any accounting among the Partners. (a) The following criteria shall be used for determining the fair market value of Securities: (i) Securities not subject to investment letter or other similar restrictions on free Marketability: (1) If traded on one or more securities exchanges or the Nasdaq National Market, the value shall be deemed to be the Securities' highest closing price on such exchange(s) on the valuation date. (2) If actively traded over the counter (other than on the Nasdaq National Market), the value shall be deemed to be the average of the closing bid and ask prices of such Securities on the valuation date. (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the General Partner, taking into consideration the purchase price of the Securities, developments concerning the investee company subsequent to 20.

the acquisition of the Securities, any financial data and projections of the investee company provided to the General Partner, and such other factor or factors as the General Partner may deem relevant. If a Majority in Interest of the Class A Limited Partners objects to the valuation of any Nonmarketable Security within fifteen (15) days of receipt of the valuation, the fair market value of such Security shall be determined by an appraiser selected by the senior ranking officer of the Western Association of Venture Capitalists (or any successor organization) who is not associated with any of the Partners. The Partnership shall bear the expense of any such appraisal. (ii) Securities subject to investment letter or other restrictions on free Marketability shall be valued by making an appropriate adjustment from the value determined under (1), (2), or (3) above to reflect the effect of the restrictions on transfer. (iii) The valuation of the Partnership's interest in AVII shall be based on the valuation of the securities owned by AVII determined in accordance with AVII's limited partnership agreement. (b) If the General Partner in good faith determines that, because of special circumstances, the valuation methods set forth in this paragraph do not fairly determine the value of a Security, the General Partner shall make such

the acquisition of the Securities, any financial data and projections of the investee company provided to the General Partner, and such other factor or factors as the General Partner may deem relevant. If a Majority in Interest of the Class A Limited Partners objects to the valuation of any Nonmarketable Security within fifteen (15) days of receipt of the valuation, the fair market value of such Security shall be determined by an appraiser selected by the senior ranking officer of the Western Association of Venture Capitalists (or any successor organization) who is not associated with any of the Partners. The Partnership shall bear the expense of any such appraisal. (ii) Securities subject to investment letter or other restrictions on free Marketability shall be valued by making an appropriate adjustment from the value determined under (1), (2), or (3) above to reflect the effect of the restrictions on transfer. (iii) The valuation of the Partnership's interest in AVII shall be based on the valuation of the securities owned by AVII determined in accordance with AVII's limited partnership agreement. (b) If the General Partner in good faith determines that, because of special circumstances, the valuation methods set forth in this paragraph do not fairly determine the value of a Security, the General Partner shall make such adjustments or use such alternative valuation method as it deems appropriate. ARTICLE 14 OTHER PROVISIONS 14.1 GOVERNING LAW. This Agreement shall be governed by and construed under the laws of the State of California as applied to agreements among the residents of such state made and to be performed entirely within such state. 14.2 LIMITATION OF LIABILITY OF THE LIMITED PARTNERS. Except as required by law, no Limited Partner shall be bound by, nor be personally liable for, the expenses, liabilities, or obligations of the Partnership in excess of its capital commitment to the Partnership. 14.3 EXCULPATION. Neither the General Partner, nor its members or Affiliates shall be liable to any Limited Partner or the Partnership for honest mistakes of judgment, or for action or inaction, taken in good faith for a purpose that was reasonably believed to be in the best interests of the Partnership, or for losses due to such mistakes, action, or inaction, or to the negligence, dishonesty, or bad faith of any employee, broker, or other agent of the Partnership, provided that such employee, broker, or agent was selected, engaged, or retained with reasonable care. The General Partner and such persons may consult with counsel and accountants in respect of Partnership affairs and be fully protected and justified in any action or inaction that is taken in 21.

accordance with the advice or opinion of such counsel or accountants, provided that they shall have been selected with reasonable care. Notwithstanding any of the foregoing to the contrary, the provisions of this paragraph and the immediately following paragraph shall not be construed so as to relieve (or attempt to relieve) any person of any liability by reason of fraud, willful misconduct or gross negligence or to the extent (but only to the extent) that such liability may not be waived, modified, or limited under applicable law, but shall be construed so as to effectuate the provisions of such paragraphs to the fullest extent permitted by law. 14.4 INDEMNIFICATION. The Partnership agrees to indemnify, out of the assets of the Partnership only, the General Partner and its members and their agents (the "Indemnified Parties") to the fullest extent permitted by law and to save and hold them harmless from and in respect of all (a) reasonable fees, costs, and expenses, including legal fees, paid in connection with or resulting from any claim, action, or demand against any Indemnified Party that arises out of or in any way relate to the Partnership, its properties, business, or affairs and (b) such claims, actions, and demands and any losses or damages resulting from such claims, actions, and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the Partnership) of any such claim, action or demand; provided, however, that this indemnity shall not extend to conduct not undertaken in good faith

accordance with the advice or opinion of such counsel or accountants, provided that they shall have been selected with reasonable care. Notwithstanding any of the foregoing to the contrary, the provisions of this paragraph and the immediately following paragraph shall not be construed so as to relieve (or attempt to relieve) any person of any liability by reason of fraud, willful misconduct or gross negligence or to the extent (but only to the extent) that such liability may not be waived, modified, or limited under applicable law, but shall be construed so as to effectuate the provisions of such paragraphs to the fullest extent permitted by law. 14.4 INDEMNIFICATION. The Partnership agrees to indemnify, out of the assets of the Partnership only, the General Partner and its members and their agents (the "Indemnified Parties") to the fullest extent permitted by law and to save and hold them harmless from and in respect of all (a) reasonable fees, costs, and expenses, including legal fees, paid in connection with or resulting from any claim, action, or demand against any Indemnified Party that arises out of or in any way relate to the Partnership, its properties, business, or affairs and (b) such claims, actions, and demands and any losses or damages resulting from such claims, actions, and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the Partnership) of any such claim, action or demand; provided, however, that this indemnity shall not extend to conduct not undertaken in good faith to promote the best interests of the Partnership or the portfolio companies of the Partnership, nor to any conduct which constitutes fraud, willful misconduct or gross negligence. Expenses incurred by any Indemnified Party in defending a claim or proceeding covered by this paragraph shall be paid by the Partnership in advance of the final disposition of such claim or proceeding provided the indemnified person undertakes to repay such amount if it is ultimately determined that such person was not entitled to be indemnified. The provisions of this paragraph 14.4 shall remain in effect as to each Indemnified Party whether or not such Indemnified Party continues to serve in the capacity that entitled such person to be indemnified. 14.5 ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, except with respect to the valuation of Partnership assets, shall be settled by arbitration in San Jose, California in accordance with the rules, then obtaining, of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. 14.6 EXECUTION AND FILING OF DOCUMENTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 14.7 OTHER INSTRUMENTS AND ACTS. The Partners agree to execute any other instruments or perform any other acts that are or may be reasonably necessary to effectuate and carry on the partnership created by this Agreement. 14.8 BINDING AGREEMENT. This Agreement shall be binding upon the transferees, successors, assigns, and legal representatives of the Partners. 22.

14.9 NOTICES. Any notice or other communication that one Partner desires to give to another Partner shall be in writing, and shall be deemed effectively given upon personal delivery or three (3) days after deposit in any United States mail box, by registered or certified mail, postage prepaid, upon confirmed transmission by facsimile, or upon confirmed delivery by overnight commercial courier service, addressed to the other Partner at the address shown on Exhibit A or at such other address as a Partner may designate by ten (10) days' advance written notice to the other Partners; provided, however, that any notice to a Partner with an address outside the United States shall be deemed effectively given only upon personal delivery or upon transmission by facsimile with a confirmation copy sent by air mail, or upon confirmed delivery by international commercial courier service. 14.10 AMENDMENT. This Agreement may be amended only with the written consent of the General Partner and a Majority in Interest of the Class A Limited Partners. 14.11 ENTIRE AGREEMENT. This Agreement constitutes the full, complete, and final agreement of the Partners and supersedes all prior written or oral agreements between the Partners with respect to the Partnership.

14.9 NOTICES. Any notice or other communication that one Partner desires to give to another Partner shall be in writing, and shall be deemed effectively given upon personal delivery or three (3) days after deposit in any United States mail box, by registered or certified mail, postage prepaid, upon confirmed transmission by facsimile, or upon confirmed delivery by overnight commercial courier service, addressed to the other Partner at the address shown on Exhibit A or at such other address as a Partner may designate by ten (10) days' advance written notice to the other Partners; provided, however, that any notice to a Partner with an address outside the United States shall be deemed effectively given only upon personal delivery or upon transmission by facsimile with a confirmation copy sent by air mail, or upon confirmed delivery by international commercial courier service. 14.10 AMENDMENT. This Agreement may be amended only with the written consent of the General Partner and a Majority in Interest of the Class A Limited Partners. 14.11 ENTIRE AGREEMENT. This Agreement constitutes the full, complete, and final agreement of the Partners and supersedes all prior written or oral agreements between the Partners with respect to the Partnership. 14.12 TITLES; SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and shall not be considered in the interpretation of this Agreement. 14.13 PARTNERSHIP NAME. The Partnership shall have the exclusive right to use the Partnership name as long as the Partnership continues. Upon termination of the Partnership, the Partnership shall assign whatever rights it may have in such name to the General Partner. No value shall be placed upon the name or the goodwill attached to it for the purpose of determining the value of any Partner's Capital Account or interest in the Partnership. 23.

IN WITNESS WHEREOF, the Partners have executed this Agreement as of the date first written above.
GENERAL PARTNER: ADOBE SYSTEMS INCORPORATED CLASS A LIMITED PARTNER: ADOBE SYSTEMS INCORPORATED

By: --------------------------------

By: --------------------------------

CLASS B LIMITED PARTNERS:
By: -------------------------------John Warnock By: -------------------------------P. Jackson Bell

By: -------------------------------Charles Geschke

By: -------------------------------Colleen Pouliot

By: -------------------------------David Pratt

24.

EXHIBIT A

IN WITNESS WHEREOF, the Partners have executed this Agreement as of the date first written above.
GENERAL PARTNER: ADOBE SYSTEMS INCORPORATED CLASS A LIMITED PARTNER: ADOBE SYSTEMS INCORPORATED

By: --------------------------------

By: --------------------------------

CLASS B LIMITED PARTNERS:
By: -------------------------------John Warnock By: -------------------------------P. Jackson Bell

By: -------------------------------Charles Geschke

By: -------------------------------Colleen Pouliot

By: -------------------------------David Pratt

24.

EXHIBIT A SCHEDULE OF PARTNERS
NAME AND ADDRESS GENERAL PARTNER: Adobe Systems Incorporated 345 Park Avenue San Jose, CA 95110-2704 CLASS A LIMITED PARTNER: Adobe Systems Incorporated 345 Park Avenue San Jose, CA 95110-2704 CLASS B LIMITED PARTNERS: John Warnock(3) Charles Geschke(3) David Pratt(3) P. Jackson Bell(3) Colleen Pouliot $0.00 $0.00 $0.00 $0.00 $0.00 0 0 0 0 0 50,000 50,000 30,000 30,000 10,000 (2) 800,000 30,000 CAPITAL CONTRIBUTION (1) CLASS A UNITS 0 CLASS B UNITS 0

Totals

800,000

200,000

EXHIBIT A SCHEDULE OF PARTNERS
NAME AND ADDRESS GENERAL PARTNER: Adobe Systems Incorporated 345 Park Avenue San Jose, CA 95110-2704 CLASS A LIMITED PARTNER: Adobe Systems Incorporated 345 Park Avenue San Jose, CA 95110-2704 CLASS B LIMITED PARTNERS: John Warnock(3) Charles Geschke(3) David Pratt(3) P. Jackson Bell(3) Colleen Pouliot $0.00 $0.00 $0.00 $0.00 $0.00 0 0 0 0 0 50,000 50,000 30,000 30,000 10,000 (2) 800,000 30,000 CAPITAL CONTRIBUTION (1) CLASS A UNITS 0 CLASS B UNITS 0

Totals

800,000

200,000

(1) 1% of total capital contributions (in cash) (2) cash and securities described on Schedule A-1 to this Exhibit A with an agreed value as set forth on Schedule A-1 (3) c/o Adobe Systems Incorporated, 345 Park Avenue, San Jose, CA 95110-2704

ADOBE SYSTEMS INCORPORATED EXHIBIT 11 COMPUTATION OF NET INCOME PER COMMON SHARE (IN THOUSANDS, EXCEPT PER SHARE DATA)
QUARTERS ENDED ---------------------MAY 30 MAY 31 1997 1996 ----------------$ 40,106 $ 22,009 --------------------------------SIX MONTHS ENDED --------------------MAY 30 MAY 31 1997 1996 ----------------$ 86,590 $ 55,672 ---------------------------------

Net income

Primary shares outstanding: Weighted average shares outstanding during the period Common stock equivalent

72,259

73,137

71,953

73,145

ADOBE SYSTEMS INCORPORATED EXHIBIT 11 COMPUTATION OF NET INCOME PER COMMON SHARE (IN THOUSANDS, EXCEPT PER SHARE DATA)
QUARTERS ENDED ---------------------MAY 30 MAY 31 1997 1996 ----------------$ 40,106 $ 22,009 --------------------------------SIX MONTHS ENDED --------------------MAY 30 MAY 31 1997 1996 ----------------$ 86,590 $ 55,672 ---------------------------------

Net income

Primary shares outstanding: Weighted average shares outstanding during the period Common stock equivalent shares

72,259 2,157 --------74,416 -----------------

73,137 2,501 --------75,638 -----------------

71,953 2,225 --------74,178 -----------------

73,145 2,871 --------76,016 -----------------

Fully diluted shares outstanding: Weighted average shares outstanding during the period Common stock equivalent shares

72,259 2,529 --------74,788 -----------------

73,137 2,533 --------75,670 -----------------

71,953 2,733 --------74,686 -----------------

73,145 2,884 --------76,029 -----------------

Primary net income per common stock and common stock equivalent share

$ .54 -----------------

$ .29 -----------------

$ 1.17 -----------------

$ .73 -----------------

Fully diluted net income per common stock and common stock equivalent share

$ .54 -----------------

$ .29 -----------------

$ 1.17 -----------------

$ .73 -----------------

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AT MAY 30, 1997, AND THE CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTHS ENDED MAY 30, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START

6 MOS DEC 01 1997 NOV 30 1996

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AT MAY 30, 1997, AND THE CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTHS ENDED MAY 30, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

6 MOS DEC 01 1997 NOV 30 1996 MAY 30 1997 185,587 461,874 135,809 4,825 9,155 827,677 174,096 91,179 1,080,379 233,246 0 0 0 246,889 600,244 1,080,379 104,721 454,723 66,947 66,947 265,643 424 0 136,071 49,781 86,590 0 0 0 86,400 1.17 1.17