The Securities Evidenced By This Partnership Agreement - ADOBE SYSTEMS INC - 2-17-1998 by ADBE-Agreements

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									EXHIBIT 10.42 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. OCTOBER 31, 1997

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. . . . . . . . . . . . . . . . . . . . . . . . . 1.18 AVI Marketable Securities. . . . . . . . . . . . . . . ARTICLE 2 NAME, PURPOSE AND OFFICES OF 2.1 Name . . . . . . 2.2 Purpose. . . . . 2.3 Principal Office ARTICLE 3 TERM OF PARTNERSHIP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 PARTNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 5 5 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 1 2 2 2 2 2 3 3 3 3 3 4 4 4 4 4 4

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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. . . . . . . . . . . . . . . . . . . . . . . . . 1.18 AVI Marketable Securities. . . . . . . . . . . . . . . ARTICLE 2 NAME, PURPOSE AND OFFICES OF 2.1 Name . . . . . . 2.2 Purpose. . . . . 2.3 Principal Office ARTICLE 3 TERM OF PARTNERSHIP. . . . . 3.1 Term . . . . . . 3.2 Events Affecting 3.3 Events Affecting ARTICLE 4 NAME AND ADMISSION OF PARTNERS . . . . . . . . . . . . . . . . . . . . . . . 4.1 Name, Address and Units. . . . . . . . . . . . . . . . . . . . . 6 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a Limited Partner of the Partnership. . the General Partner of the Partnership. . . . . . . . . . . . . . . . . 5 5 5 5 PARTNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 5 5 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 1 2 2 2 2 2 3 3 3 3 3 4 4 4 4 4 4

TABLE OF CONTENTS (CONTINUED) PAGE

4.2 ARTICLE 5

Admission of Additional Partners . . . . . . . . . . . . . . . .

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CAPITAL ACCOUNTS AND CAPITAL CONTRIBUTIONS . . . 5.1 Capital Accounts . . . . . . . . . . 5.2 Initial Capital Contributions. . . . 5.3 Capital Contributions of the General 5.4 Additional Capital Contributions.. . ARTICLE 6 PARTNERSHIP 6.1 6.2 6.3 ARTICLE 7 ALLOCATIONS. . . . . . . . . Allocation of Profit or Loss Other Allocations. . . . . . Income Tax Allocations . . . . . . . . . . . . . . . . . . .

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TABLE OF CONTENTS (CONTINUED) PAGE

4.2 ARTICLE 5

Admission of Additional Partners . . . . . . . . . . . . . . . .

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CAPITAL ACCOUNTS AND CAPITAL CONTRIBUTIONS . . . 5.1 Capital Accounts . . . . . . . . . . 5.2 Initial Capital Contributions. . . . 5.3 Capital Contributions of the General 5.4 Additional Capital Contributions.. . ARTICLE 6 PARTNERSHIP 6.1 6.2 6.3 ARTICLE 7 ALLOCATIONS. . . . . . . . . Allocation of Profit or Loss Other Allocations. . . . . . Income Tax Allocations . . . . . . . . . . . . . . . . . . .

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PARTNERSHIP EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . ARTICLE 8 WITHDRAWALS 8.1 8.2 8.3 8.4 8.5 8.6 ARTICLE 9 MANAGEMENT DUTIES AND RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . 9.1 Management . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.2 No Control by the Limited Partners; No Withdrawal. . . . . . . . BY AND DISTRIBUTIONS TO THE PARTNERS . . Interest . . . . . . . . . . . . . . . . Withdrawals by the Partners. . . . . . . Partners' Obligation to Repay or Restore Cash Distributions . . . . . . . . . . . In Kind Distributions. . . . . . . . . . Withdrawal of Class B Limited Partners.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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TABLE OF CONTENTS (CONTINUED) PAGE Class A Limited Partner Approval Rights. . . . . . . . . . . . . 13 Investment Opportunities . . . . . . . . . . . . . . . . . . . . 14 Compliance with Partnership Agreement; Detrimental Acts. . . . . 14

9.3 9.4 9.5 ARTICLE 10

INVESTMENT REPRESENTATION AND TRANSFER OF PARTNERSHIP INTERESTS . . . . . . . . . . . . . . 10.1 Investment Representation of the Limited 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

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DISSOLUTION AND LIQUIDATION OF THE PARTNERSHIP . . . . . . . . . . . . . . . 11.1 Early Termination of the Partnership . . . . . . . . . . . . . . 11.2 Winding Up Procedures. . . . . . . . . . . . . . . . . . . . . . ARTICLE 12

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TABLE OF CONTENTS (CONTINUED) PAGE Class A Limited Partner Approval Rights. . . . . . . . . . . . . 13 Investment Opportunities . . . . . . . . . . . . . . . . . . . . 14 Compliance with Partnership Agreement; Detrimental Acts. . . . . 14

9.3 9.4 9.5 ARTICLE 10

INVESTMENT REPRESENTATION AND TRANSFER OF PARTNERSHIP INTERESTS . . . . . . . . . . . . . . 10.1 Investment Representation of the Limited 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

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DISSOLUTION AND LIQUIDATION OF THE PARTNERSHIP . . . . . . . . . . . . . . . 11.1 Early Termination of the Partnership . . . . . . . . . . . . . . 11.2 Winding Up Procedures. . . . . . . . . . . . . . . . . . . . . . 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 of Partnership. . . . . . . . . . . . . . . . . 12.4 Tax Returns and Tax Information. . . . . . . 12.5 Tax Matters Partner. . . . . . . . . . . . . 12.6 Special Meetings . . . . . . . . . . . . . . ARTICLE 13 VALUATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.1 Valuation. . . . . . . . . . . . . . . . . . . . . . . . . . . .

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TABLE OF CONTENTS (CONTINUED) PAGE ARTICLE 14 OTHER PROVISIONS . . . . . . . . . . . . . . . . . 14.1 Governing Law. . . . . . . . . . . . . 14.2 Limitation of Liability of the Limited 14.3 Exculpation. . . . . . . . . . . . . . 14.4 Indemnification. . . . . . . . . . . . 14.5 Arbitration. . . . . . . . . . . . . . 14.6 Execution and Filing of Documents. . . 14.7 Other Instruments and Acts . . . . . . 14.8 Binding Agreement. . . . . . . . . . . 14.9 Notices. . . . . . . . . . . . . . . . 14.10 Amendment . . . . . . . . . . . . . 14.11 Entire Agreement . . . . . . . . . . . 14.12 Titles; Subtitles. . . . . . . . . . . 14.13 Partnership Name . . . . . . . . . . . . . . . . . . . . . Partners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 21 21 21 21 22 22 22 22 22 22 22 23 23

ADOBE INCENTIVE PARTNERS, L.P.

TABLE OF CONTENTS (CONTINUED) PAGE ARTICLE 14 OTHER PROVISIONS . . . . . . . . . . . . . . . . . 14.1 Governing Law. . . . . . . . . . . . . 14.2 Limitation of Liability of the Limited 14.3 Exculpation. . . . . . . . . . . . . . 14.4 Indemnification. . . . . . . . . . . . 14.5 Arbitration. . . . . . . . . . . . . . 14.6 Execution and Filing of Documents. . . 14.7 Other Instruments and Acts . . . . . . 14.8 Binding Agreement. . . . . . . . . . . 14.9 Notices. . . . . . . . . . . . . . . . 14.10 Amendment . . . . . . . . . . . . . 14.11 Entire Agreement . . . . . . . . . . . 14.12 Titles; Subtitles. . . . . . . . . . . 14.13 Partnership Name . . . . . . . . . . . . . . . . . . . . . Partners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 21 21 21 21 22 22 22 22 22 22 22 23 23

ADOBE INCENTIVE PARTNERS, L.P. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT THIS AGREEMENT is made and entered into as of the 31st day of October, 1997, by ADOBE SYSTEMS INCORPORATED, a Delaware corporation ("Adobe") who in its capacity as the sole general partner and sole Class A Limited Partner is empowered to enter into this amended and restated agreement and who hereby amends and restates the June 16, 1997 Amended and Restated Limited Partnership Agreement of ADOBE INCENTIVE PARTNERS, L.P. (the "Partnership"), to reflect the contribution to the Partnership by Adobe in its capacity as the Class A Limited Partner of its interest in Adobe Ventures, L.P., a California limited partnership ("AVI") and related matters, 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 8.4 and 8.5.

ADOBE INCENTIVE PARTNERS, L.P. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT THIS AGREEMENT is made and entered into as of the 31st day of October, 1997, by ADOBE SYSTEMS INCORPORATED, a Delaware corporation ("Adobe") who in its capacity as the sole general partner and sole Class A Limited Partner is empowered to enter into this amended and restated agreement and who hereby amends and restates the June 16, 1997 Amended and Restated Limited Partnership Agreement of ADOBE INCENTIVE PARTNERS, L.P. (the "Partnership"), to reflect the contribution to the Partnership by Adobe in its capacity as the Class A Limited Partner of its interest in Adobe Ventures, L.P., a California limited partnership ("AVI") and related matters, 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 8.4 and 8.5. (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 1.

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 11.1. 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

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 11.1. 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 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 2.

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 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 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; and (g) any unrecognized gain or loss respecting a Security held by AVI or AVII that is treated as deemed gain or loss under the limited partnership agreements of AVI or AVII shall be added to the Partnership's taxable income 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. Each Security held by AVI and AVII shall be treated as a separate Security of the Partnership. 3.

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

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. 1.18 AVI MARKETABLE SECURITIES. AVI Marketable Securities means the Securities of AVI designated as AVI Marketable Securities on Exhibit A-1 hereto. 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 AVI) 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 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. 4.

ARTICLE 3 TERM OF PARTNERSHIP 3.1 TERM. The term of the Partnership commenced upon March 17, 1997 (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

ARTICLE 3 TERM OF PARTNERSHIP 3.1 TERM. The term of the Partnership commenced upon March 17, 1997 (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. 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. 5.

(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. ARTICLE 5 CAPITAL ACCOUNTS AND CAPITAL CONTRIBUTIONS 5.1 CAPITAL ACCOUNTS. An individual Capital Account shall be maintained for each Partner and shall be

(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. 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 an additional Capital Contribution of the Class A Limited Partner to the Partnership is invested in Securities, 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 so invested, excluding the AVI Marketable Securities, (with in kind contributions valued at their Adjusted Asset Value as of the date of contribution except for Securities held by AVI which shall be valued as of June 16, 1997) 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 the greater of: (i) 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 or (ii) the amount of Partnership expenses required to be borne by the General Partner under paragraph 7.1. 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 allocations 6.

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

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) until their Capital Accounts are reduced to zero 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 (other than the Class B Limited Partners) pro rata in proportion to their respective Capital Contributions. (d) Notwithstanding the foregoing, Profit and Loss from each AVI Marketable Security shall be allocated exclusively to the Class A Limited Partner. 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 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. 7.

(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.

(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. 8.

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

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. 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 9.

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

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. (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. 10.

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

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 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. 11.

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:

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; (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 12.

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.

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. 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. 13.

10.4 TRANSFER BY A LIMITED PARTNER. No Limited Partner may sell, assign, pledge, 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:

10.4 TRANSFER BY A LIMITED PARTNER. No Limited Partner may sell, assign, pledge, 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. 14.

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 ACessation 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. 15.

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 AFiscal 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 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 16.

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.

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 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 laim, 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. 17.

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.

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 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. 18.

(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

(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 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 19.

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

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. 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. IN WITNESS WHEREOF, the Partners have executed this Agreement as of the date first written above. 20.

GENERAL PARTNER: ADOBE SYSTEMS INCORPORATED

CLASS A LIMITED PARTNER: ADOBE SYSTEMS INCORPORATED

By:

Ross Bott

By: 21.

Ross Bott

GENERAL PARTNER: ADOBE SYSTEMS INCORPORATED

CLASS A LIMITED PARTNER: ADOBE SYSTEMS INCORPORATED

By:

Ross Bott

By: 21.

Ross Bott

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(2) Totals $0.00 $0.00 $0.00 $0.00 $0.00 0 0 0 0 0 800,000 50,000 50,000 30,000 30,000 10,000 200,000 CAPITAL CONTRIBUTION

CLASS A UNITS

CLASS B UNITS

(1)

0

0

(1)

800,000

30,000

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

Exhibit 10.43 [ADOBE SYSTEMS INCORPORATED LETTERHEAD] October 9, 1997 Mr. David B. Pratt 12324 Melody Lane Los Altos Hills, California 94022 RESIGNATION AGREEMENT

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(2) Totals $0.00 $0.00 $0.00 $0.00 $0.00 0 0 0 0 0 800,000 50,000 50,000 30,000 30,000 10,000 200,000 CAPITAL CONTRIBUTION

CLASS A UNITS

CLASS B UNITS

(1)

0

0

(1)

800,000

30,000

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

Exhibit 10.43 [ADOBE SYSTEMS INCORPORATED LETTERHEAD] October 9, 1997 Mr. David B. Pratt 12324 Melody Lane Los Altos Hills, California 94022 RESIGNATION AGREEMENT Dear Mr. Pratt: This will reflect our mutual agreement concerning your resignation from your position as an officer of Adobe Systems Incorporated (the "COMPANY") and of each of the subsidiaries of the Company (collectively, the "COMPANIES") and the Company's retention of you as an employee following such resignation, in accordance with the terms and conditions set forth below. Your acceptance of and agreement with the provisions of this letter (hereinafter, the "RESIGNATION AGREEMENT") will be signified by applying your signature to the end of this letter by a date no later than 21 days after the letter date. 1. YOUR RESIGNATION AS AN OFFICER. By signing this Resignation Agreement, you hereby agree that

Exhibit 10.43 [ADOBE SYSTEMS INCORPORATED LETTERHEAD] October 9, 1997 Mr. David B. Pratt 12324 Melody Lane Los Altos Hills, California 94022 RESIGNATION AGREEMENT Dear Mr. Pratt: This will reflect our mutual agreement concerning your resignation from your position as an officer of Adobe Systems Incorporated (the "COMPANY") and of each of the subsidiaries of the Company (collectively, the "COMPANIES") and the Company's retention of you as an employee following such resignation, in accordance with the terms and conditions set forth below. Your acceptance of and agreement with the provisions of this letter (hereinafter, the "RESIGNATION AGREEMENT") will be signified by applying your signature to the end of this letter by a date no later than 21 days after the letter date. 1. YOUR RESIGNATION AS AN OFFICER. By signing this Resignation Agreement, you hereby agree that your resignation from all positions you hold as an officer of the Companies shall become effective as of November 30, 1997 (the "RESIGNATION DATE"). 2. TRANSITIONAL EMPLOYMENT ARRANGEMENT. You further agree that as of the Resignation Date and continuing through January 15, 1998 (the "SEVERANCE DATE") you shall remain employed by the Company and you shall devote substantially all of your business time, attention and abilities to the business of the Company (including its subsidiaries or affiliates, when so required) and faithfully serve the Company and use your best efforts to promote and develop the interests of the Company.

During the period beginning on the Resignation Date and ending on the Severance Date (hereinafter, the "TRANSITIONAL PERIOD"), your responsibilities and duties as an employee of the Company will be to provide advice to the President and Co- Chairman of the Board of Directors of the Company regarding all matters relating to the transitional management activities associated with the Pathfinder project. 3. TERMINATION OF EMPLOYMENT. On the Severance Date, you will cease to be employed in any capacity by the Company. 4. PAYMENTS AND BENEFITS IN CONNECTION WITH YOUR RESIGNATION AND TRANSITIONAL EMPLOYMENT. In connection with your resignation and transitional employment, subject to Section 8, the Company agrees to provide you with the compensation and benefits described below. (a) SALARY CONTINUATION PAYMENTS. In consideration of your agreement to continue your employment with the Company during the Transitional Period, the Company shall continue to pay you your base salary, at the annual rate currently in effect as of the Resignation Date, payable in accordance with the Company's normal payroll procedures. (b) BENEFIT CONTINUATION DURING THE TRANSITIONAL PERIOD. During the Transitional Period, you shall continue to participate in all Company welfare benefit plans, including, without limitation, health, medical and disability insurance plans, in which you participate as of the Resignation Date (the "Welfare Benefit Plans"), in accordance with the terms and conditions applicable to you which are currently in effect as of such date. (c) BENEFIT CONTINUATION AFTER THE SEVERANCE DATE. For a period of two years and nine months following the Severance Date, you and your eligible dependents shall continue to participate in the Welfare Benefit Plans on the same terms (including contribution levels) as are in effect on the Resignation Date.

During the period beginning on the Resignation Date and ending on the Severance Date (hereinafter, the "TRANSITIONAL PERIOD"), your responsibilities and duties as an employee of the Company will be to provide advice to the President and Co- Chairman of the Board of Directors of the Company regarding all matters relating to the transitional management activities associated with the Pathfinder project. 3. TERMINATION OF EMPLOYMENT. On the Severance Date, you will cease to be employed in any capacity by the Company. 4. PAYMENTS AND BENEFITS IN CONNECTION WITH YOUR RESIGNATION AND TRANSITIONAL EMPLOYMENT. In connection with your resignation and transitional employment, subject to Section 8, the Company agrees to provide you with the compensation and benefits described below. (a) SALARY CONTINUATION PAYMENTS. In consideration of your agreement to continue your employment with the Company during the Transitional Period, the Company shall continue to pay you your base salary, at the annual rate currently in effect as of the Resignation Date, payable in accordance with the Company's normal payroll procedures. (b) BENEFIT CONTINUATION DURING THE TRANSITIONAL PERIOD. During the Transitional Period, you shall continue to participate in all Company welfare benefit plans, including, without limitation, health, medical and disability insurance plans, in which you participate as of the Resignation Date (the "Welfare Benefit Plans"), in accordance with the terms and conditions applicable to you which are currently in effect as of such date. (c) BENEFIT CONTINUATION AFTER THE SEVERANCE DATE. For a period of two years and nine months following the Severance Date, you and your eligible dependents shall continue to participate in the Welfare Benefit Plans on the same terms (including contribution levels) as are in effect on the Resignation Date. Your participation in the Welfare Benefit Plans will terminate at the time you become eligible to receive benefits under the welfare benefit plans of a subsequent employer. You hereby acknowledge and agree that you have an affirmative obligation to notify the Company of any subsequent employment that offers you such welfare benefits. (d) BONUS. As soon as practicable following the Severance Date, the Company will pay you your bonus for fiscal year ending 1997, subject to the terms and conditions of the bonus plan and arrangements applicable to you. You will not

however, receive a bonus for any portion of fiscal year ending 1998. (e) SPECIAL SEVERANCE PAYMENT. As soon as practicable following the Severance Date, the Company will make a one-time lump sum cash severance payment (the "Severance Payment") to you of $1,496,000, representing (i) two and nine-twelfths multiplied by (ii) the sum of your annual salary and target bonus which are currently in effect. If within six monthe of the Severance Date, you breach any of the provisions of Section 8 below, you shall either (i) forfeit 30% of the Severance Payment as described this Section 4(e) (the "Forfeited Amount") if you have not received such Severance Payment at the time of the breach or (ii) if you have received the Severance Payment at the time of such breach, you shall immediately incur the binding and enforceable obligation to the Company to repay the Forfeited Amount within thirty days from the date the Company provides you written notice of such breach. 5. OPTIONS. All stock option awards of the Adobe Stock Option Plan of 1984 and the Adobe Stock Option Plan of 1994, granted to you under the Company's stock option plans, will vest and become exercisable as of the Severance Date. The exercisable options will remain exercisable for a period of 90 days from the Severance Date, after which all options will be canceled and become void. 6. PERFORMANCE UNITS. You will earn performance units for the Adobe Long Term Incentive Plan period 1995 through 1997 in accordance with the terms of the plan. You will earn a pro rata share of the performance units for the periods 1996 through 1998 and 1997 through 1999 as follows: (i) on December 24, 1997, you will receive 4,600 vested performance units for the period 1996 through 1998

however, receive a bonus for any portion of fiscal year ending 1998. (e) SPECIAL SEVERANCE PAYMENT. As soon as practicable following the Severance Date, the Company will make a one-time lump sum cash severance payment (the "Severance Payment") to you of $1,496,000, representing (i) two and nine-twelfths multiplied by (ii) the sum of your annual salary and target bonus which are currently in effect. If within six monthe of the Severance Date, you breach any of the provisions of Section 8 below, you shall either (i) forfeit 30% of the Severance Payment as described this Section 4(e) (the "Forfeited Amount") if you have not received such Severance Payment at the time of the breach or (ii) if you have received the Severance Payment at the time of such breach, you shall immediately incur the binding and enforceable obligation to the Company to repay the Forfeited Amount within thirty days from the date the Company provides you written notice of such breach. 5. OPTIONS. All stock option awards of the Adobe Stock Option Plan of 1984 and the Adobe Stock Option Plan of 1994, granted to you under the Company's stock option plans, will vest and become exercisable as of the Severance Date. The exercisable options will remain exercisable for a period of 90 days from the Severance Date, after which all options will be canceled and become void. 6. PERFORMANCE UNITS. You will earn performance units for the Adobe Long Term Incentive Plan period 1995 through 1997 in accordance with the terms of the plan. You will earn a pro rata share of the performance units for the periods 1996 through 1998 and 1997 through 1999 as follows: (i) on December 24, 1997, you will receive 4,600 vested performance units for the period 1996 through 1998 according to the terms of the plan, (ii) on December 24, 1997 you will receive 6,667 vested performance units for the period 1997 through 1999 according to the terms of the plan. 7. PARTNERSHIP UNITS. On the Severance Date 7,500 of your partnership units in Adobe Incentive Partners, L.P. shall vest for the 12-month period ending December 31, 1997. No partnership units will vest for the partial month January 1998 during which your employment with the Company will terminate. 8. PROTECTING THE INTERESTS OF THE COMPANY.

(a) RESTRICTIVE COVENANTS. You acknowledge and agree that following the Severance Date, you shall continue to remain subject to and bound to comply with the Employee Inventions and Proprietary Rights Assignment Agreement between you and the Company dated May 16, 1988. (b) COOPERATION IN LITIGATION. In consideration of the payments hereunder, you agree to reasonably cooperate with and assist the Company and its counsel, following the Severance Date, (i) in the preparation and assertion of any claim or defense in connection with any action, suit or proceeding brought by or against any of the Companies and (ii) in any investigations (including internal investigations) and audits of the Companies' current and past conduct and business and accounting practices, provided that you possess relevant knowledge and/or expertise in the matter. Subject to documentation and itemization to the Company's reasonable satisfaction, the Company agrees to pay all travel expenses, attorneys' fees and other out-of-pocket expenses, actually, necessarily and reasonably incurred by you in connection with the activities described in the preceding sentence. (c) NO SOLICITATION. You agree that for a period of 24 months after the Severance Date, you shall not, either directly or indirectly, solicit or encourage any employee of the Companies to terminate his or her employment with the Companies. (d) PRESS RELEASES. During the Transitional Period, you and the Company shall agree upon the form of any statements to that are released to the press with respect to the subject matter of this Resignation Agreement and you agree not to make any remarks or comments concerning your termination of employment with the Company that are inconsistent with any such press releases.

(a) RESTRICTIVE COVENANTS. You acknowledge and agree that following the Severance Date, you shall continue to remain subject to and bound to comply with the Employee Inventions and Proprietary Rights Assignment Agreement between you and the Company dated May 16, 1988. (b) COOPERATION IN LITIGATION. In consideration of the payments hereunder, you agree to reasonably cooperate with and assist the Company and its counsel, following the Severance Date, (i) in the preparation and assertion of any claim or defense in connection with any action, suit or proceeding brought by or against any of the Companies and (ii) in any investigations (including internal investigations) and audits of the Companies' current and past conduct and business and accounting practices, provided that you possess relevant knowledge and/or expertise in the matter. Subject to documentation and itemization to the Company's reasonable satisfaction, the Company agrees to pay all travel expenses, attorneys' fees and other out-of-pocket expenses, actually, necessarily and reasonably incurred by you in connection with the activities described in the preceding sentence. (c) NO SOLICITATION. You agree that for a period of 24 months after the Severance Date, you shall not, either directly or indirectly, solicit or encourage any employee of the Companies to terminate his or her employment with the Companies. (d) PRESS RELEASES. During the Transitional Period, you and the Company shall agree upon the form of any statements to that are released to the press with respect to the subject matter of this Resignation Agreement and you agree not to make any remarks or comments concerning your termination of employment with the Company that are inconsistent with any such press releases. (e) CONFIDENTIALITY OF THE RESIGNATION AGREEMENT. Subject to any legal requirements to divulge such information, you and the Company mutually agree to keep the contents and terms of this Resignation Agreement confidential for a period of six months following the Severance Date. (f) PUBLIC COMMENT. You agree to refrain from making now or at any time in the future any derogatory or disparaging comment concerning any of the Companies or any current or former directors, officers or employees of any of the Companies to the press, any employees of any of the Companies or any individual or entity with whom you or any of the Companies has a business relationship. The Company agrees to refrain from

making now or at any time in the future any derogatory or disparaging comment concerning you to the press or to any person with whom you or any of the Companies has a business relationship. (g) INJUNCTIVE RELIEF. Without intending to limit the remedies available to the Company, you acknowledge that a breach of any of the covenants contained in this Section 8 may result in material irreparable injury to the Company for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining you from engaging in activities prohibited by this Section 8, or such other relief as may be required to specifically enforce any of the covenants in this Section 8. 9. RELEASE. (a) In recognition of the consideration cited above, you hereby release and discharge on behalf of each of the Releasing Parties (as defined below) each of the Released Parties (as defined below) from any and all claims, actions and causes of action that the Releasing Parties may have or in the future may possess with respect to the Released Parties, including, but not limited to, any claims arising under Title VII of the Civil Rights Act of 1964 as amended, the Rehabilitation Act of 1973 as amended, the Americans with Disabilities Act of 1990 as amended, the Civil Rights Act of 1866 as amended, the Civil Rights Act of 1991 as amended, the Employee Retirement Income Security Act of 1974 as amended, the Older Workers Benefit Protection Act as amended, the Family Medical Leave Act of 1993 as amended, or any other federal or state or local law, whether such claim arises under statute or common law and whether or not you are presently aware of the existence of such claim, damage, action or cause of action, suit or demand. You also forever release, discharge and waive any right the Releasing Parties may have to recover in any proceeding brought by any federal, state or local agency against the Released Parties to enforce any laws. You agree that the value received as described in this Resignation Agreement shall

making now or at any time in the future any derogatory or disparaging comment concerning you to the press or to any person with whom you or any of the Companies has a business relationship. (g) INJUNCTIVE RELIEF. Without intending to limit the remedies available to the Company, you acknowledge that a breach of any of the covenants contained in this Section 8 may result in material irreparable injury to the Company for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining you from engaging in activities prohibited by this Section 8, or such other relief as may be required to specifically enforce any of the covenants in this Section 8. 9. RELEASE. (a) In recognition of the consideration cited above, you hereby release and discharge on behalf of each of the Releasing Parties (as defined below) each of the Released Parties (as defined below) from any and all claims, actions and causes of action that the Releasing Parties may have or in the future may possess with respect to the Released Parties, including, but not limited to, any claims arising under Title VII of the Civil Rights Act of 1964 as amended, the Rehabilitation Act of 1973 as amended, the Americans with Disabilities Act of 1990 as amended, the Civil Rights Act of 1866 as amended, the Civil Rights Act of 1991 as amended, the Employee Retirement Income Security Act of 1974 as amended, the Older Workers Benefit Protection Act as amended, the Family Medical Leave Act of 1993 as amended, or any other federal or state or local law, whether such claim arises under statute or common law and whether or not you are presently aware of the existence of such claim, damage, action or cause of action, suit or demand. You also forever release, discharge and waive any right the Releasing Parties may have to recover in any proceeding brought by any federal, state or local agency against the Released Parties to enforce any laws. You agree that the value received as described in this Resignation Agreement shall be in full satisfaction of any and all claims, actions or causes of action for payment or other benefits of any kind that the Releasing Parties may have against the Released Parties. "RELEASING PARTIES" means you, your family members, your estate, your beneficiaries, your heirs and your assigns and the estate, beneficiaries, heirs and assigns of each of the foregoing. "RELEASED PARTIES" means the Companies and their present, former and future shareholders, directors, officers, employees, agents, attorneys, heirs and assigns.

(b) In further recognition of the consideration cited above, you hereby release and forever discharge on behalf of each of the Releasing Parties each of the Released Parties from any and all claims, actions and causes of action that you may have as of the date you sign and deliver to the Company this Resignation Agreement arising under the federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder ("ADEA") which may be based in whole or in part on age discrimination. (c) You acknowledge that you have read Section 1542 of the Civil Code of the State of California, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You waive any rights that you have or may have under Section 1542 of the Civil Code to the full extent that you may lawfully waive such rights with respect to this general release of all claims. 10. TERMINATION OF PRIOR AGREEMENTS AND UNDERSTANDINGS. With the exception of the terms and conditions outlined in the Amended and Restated Partnership Agreement of the Adobe Incentive Partners, L.P. and the Restricted Units Agreement and the vesting of your partnership units outlined herein, This Resignation Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral. This Resignation Agreement may not be modified or amended except by a document signed by you and an authorized officer of the Company. 11. ARBITRATION. Any controversy or claim arising out of or relating to this Resignation Agreement, including, but not limited to, any claim relating to the validity, interpretation, enforceability or breach of this Resignation Agreement, which is not settled by agreement between you and the Company (collectively, the "PARTIES") shall

(b) In further recognition of the consideration cited above, you hereby release and forever discharge on behalf of each of the Releasing Parties each of the Released Parties from any and all claims, actions and causes of action that you may have as of the date you sign and deliver to the Company this Resignation Agreement arising under the federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder ("ADEA") which may be based in whole or in part on age discrimination. (c) You acknowledge that you have read Section 1542 of the Civil Code of the State of California, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You waive any rights that you have or may have under Section 1542 of the Civil Code to the full extent that you may lawfully waive such rights with respect to this general release of all claims. 10. TERMINATION OF PRIOR AGREEMENTS AND UNDERSTANDINGS. With the exception of the terms and conditions outlined in the Amended and Restated Partnership Agreement of the Adobe Incentive Partners, L.P. and the Restricted Units Agreement and the vesting of your partnership units outlined herein, This Resignation Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral. This Resignation Agreement may not be modified or amended except by a document signed by you and an authorized officer of the Company. 11. ARBITRATION. Any controversy or claim arising out of or relating to this Resignation Agreement, including, but not limited to, any claim relating to the validity, interpretation, enforceability or breach of this Resignation Agreement, which is not settled by agreement between you and the Company (collectively, the "PARTIES") shall be settled by arbitration in San Jose, California, before a panel of three arbitrators, one to be selected by the Company, one by you and the other by the two persons so selected, all in accordance with the rules of the American Arbitration Association then in effect; PROVIDED, HOWEVER, that the Company shall nevertheless be entitled to seek relief under Section 8 above in accordance with Section 8(g) thereof. In consideration of the Parties' agreement

to submit to arbitration disputes with regard to this Resignation Agreement and with regard to any alleged tort, contract or other claim arising out of the employment relationship, and in consideration of the anticipated expedition and minimization of expense of this arbitration remedy, each Party agrees that the arbitration provisions of this Resignation Agreement shall provide it with the exclusive remedy, except as provided in the preceding sentence, and each Party expressly waives any right it might have to seek redress in any other form except as provided herein. The Parties further agree that the arbitrators acting hereunder shall be empowered to assess no remedy other than payment of compensatory damages or an order (including temporary, preliminary or permanent injunctive relief) enforcing the provisions of Section 8 above. Any decision or order of the majority of arbitrators shall be binding upon the Parties hereto and judgment thereon may be entered in the Santa Clara County Superior Court or any other court having jurisdiction. The prevailing party shall be entitled to recover from the losing party its attorneys' fees and costs incurred in any lawsuit or other action brought to enforce any right arising out of this Resignation Agreement. 12. ACKNOWLEDGMENT. By signing this Resignation Agreement, you hereby acknowledge and confirm the following: (a) You were advised by the Company in connection with your resignation to consult with an attorney of your choice prior to signing this Resignation Agreement and to have such attorney explain to you the terms of this Resignation Agreement including, without limitation, the terms relating to your release of claims arising out of ADEA. (b) You were given not less than 21 days to consider the terms of this Resignation Agreement and to consult with an attorney of your choosing with respect thereto, and that for a period of seven days following your acceptance hereof, you have the option to revoke such acceptance in accordance with the terms set forth below.

to submit to arbitration disputes with regard to this Resignation Agreement and with regard to any alleged tort, contract or other claim arising out of the employment relationship, and in consideration of the anticipated expedition and minimization of expense of this arbitration remedy, each Party agrees that the arbitration provisions of this Resignation Agreement shall provide it with the exclusive remedy, except as provided in the preceding sentence, and each Party expressly waives any right it might have to seek redress in any other form except as provided herein. The Parties further agree that the arbitrators acting hereunder shall be empowered to assess no remedy other than payment of compensatory damages or an order (including temporary, preliminary or permanent injunctive relief) enforcing the provisions of Section 8 above. Any decision or order of the majority of arbitrators shall be binding upon the Parties hereto and judgment thereon may be entered in the Santa Clara County Superior Court or any other court having jurisdiction. The prevailing party shall be entitled to recover from the losing party its attorneys' fees and costs incurred in any lawsuit or other action brought to enforce any right arising out of this Resignation Agreement. 12. ACKNOWLEDGMENT. By signing this Resignation Agreement, you hereby acknowledge and confirm the following: (a) You were advised by the Company in connection with your resignation to consult with an attorney of your choice prior to signing this Resignation Agreement and to have such attorney explain to you the terms of this Resignation Agreement including, without limitation, the terms relating to your release of claims arising out of ADEA. (b) You were given not less than 21 days to consider the terms of this Resignation Agreement and to consult with an attorney of your choosing with respect thereto, and that for a period of seven days following your acceptance hereof, you have the option to revoke such acceptance in accordance with the terms set forth below. 13. REVOCATION. You shall have the right to revoke this Resignation Agreement during the seven-day period (the "REVOCATION PERIOD ") commencing immediately following the date you sign and deliver this Resignation Agreement to the Company. The Revocation Period shall expire at 5:00 p.m. (California time) on the last day of the Revocation Period; PROVIDED, HOWEVER, that if such seventh day is not a business day, the Revocation Period shall extend to 5:00 p.m. on the next succeeding business day. In the event of any such

revocation by you, all obligations of any of the Companies under this Resignation Agreement shall terminate and be of no further force and effect as of the date of such revocation. No such revocation by you shall be effective unless it is in writing and signed by you and received by the Company prior to the expiration of the Revocation Period Your signature on the line below constitutes your agreement with each provision contained herein. Very truly yours, Adobe Systems Incorporated By: Charles M. Geschke Title: President I UNDERSTAND AND AGREE WITH THE ABOVE:
/s/ David B. Pratt ---------------------------David B. Pratt

Dated: October 13, 1997 ----------------------------

revocation by you, all obligations of any of the Companies under this Resignation Agreement shall terminate and be of no further force and effect as of the date of such revocation. No such revocation by you shall be effective unless it is in writing and signed by you and received by the Company prior to the expiration of the Revocation Period Your signature on the line below constitutes your agreement with each provision contained herein. Very truly yours, Adobe Systems Incorporated By: Charles M. Geschke Title: President I UNDERSTAND AND AGREE WITH THE ABOVE:
/s/ David B. Pratt ---------------------------David B. Pratt

Dated: October 13, 1997 ----------------------------

EXHIBIT 10.44 ADOBE SYSTEMS INCORPORATED [GOLD VERSION A] ________ ___, 1997 [Name] [Address] RETENTION AGREEMENT Dear _______: Adobe Systems Incorporated, a Delaware corporation (the "COMPANY"), considers it essential to the best interests of its stockholders to take reasonable steps to retain key management personnel. Further, the Board of Directors of the Company (the "BOARD") recognizes that the uncertainty and questions which might arise among management in the context of a change in control of the Company could result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. The Board has determined, therefore, that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the management of the Company and its subsidiaries, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from any possible change in control of the Company. In order to induce you to remain in the employ of the Company, the Company has determined to enter into this letter agreement (this "AGREEMENT") which addresses the terms and conditions of your employment in the event of a change in control of the Company. Capitalized words which are not otherwise defined herein shall have the meanings assigned to such words in Section 7 of this Agreement.

EXHIBIT 10.44 ADOBE SYSTEMS INCORPORATED [GOLD VERSION A] ________ ___, 1997 [Name] [Address] RETENTION AGREEMENT Dear _______: Adobe Systems Incorporated, a Delaware corporation (the "COMPANY"), considers it essential to the best interests of its stockholders to take reasonable steps to retain key management personnel. Further, the Board of Directors of the Company (the "BOARD") recognizes that the uncertainty and questions which might arise among management in the context of a change in control of the Company could result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. The Board has determined, therefore, that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the management of the Company and its subsidiaries, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from any possible change in control of the Company. In order to induce you to remain in the employ of the Company, the Company has determined to enter into this letter agreement (this "AGREEMENT") which addresses the terms and conditions of your employment in the event of a change in control of the Company. Capitalized words which are not otherwise defined herein shall have the meanings assigned to such words in Section 7 of this Agreement. 1. TERM OF EMPLOYMENT UNDER THE AGREEMENT. The term of your employment under this Agreement shall commence on the Change in Control Date and shall continue until the second anniversary of the Change in Control Date (the "TERM"). 2. EMPLOYMENT DURING THE TERM. During the Term, the following terms and conditions shall apply to your employment with the Company:

2 (a) TITLES; REPORTING AND DUTIES. Your position, titles, nature and status of responsibilities and reporting obligations shall be no less favorable to you than those that you enjoyed immediately prior to the Change in Control Date. (b) SALARY AND BONUS. Your base salary and annual bonus opportunity may not be reduced, and your base salary shall be periodically reviewed and increased in the manner commensurate with increases awarded to other similarly situated executives of the Company. (c) INCENTIVE COMPENSATION. You shall be eligible to participate in each long-term incentive plan or arrangement established by the Company for its executive employees at your level of seniority (excluding the Investment Partnership, except to the extent you hold Restricted Units) in accordance with the terms and provisions of such plan or arrangement and at a level consistent with the Company's practices applicable to you prior to the Change in Control Date. (d) BENEFITS. You shall be eligible to participate in all pension, welfare and fringe benefit plans and arrangements that the Company provides to its executive employees in accordance with the terms of such plans and arrangements, which shall be no less favorable to you, in the aggregate, than the terms and provisions

2 (a) TITLES; REPORTING AND DUTIES. Your position, titles, nature and status of responsibilities and reporting obligations shall be no less favorable to you than those that you enjoyed immediately prior to the Change in Control Date. (b) SALARY AND BONUS. Your base salary and annual bonus opportunity may not be reduced, and your base salary shall be periodically reviewed and increased in the manner commensurate with increases awarded to other similarly situated executives of the Company. (c) INCENTIVE COMPENSATION. You shall be eligible to participate in each long-term incentive plan or arrangement established by the Company for its executive employees at your level of seniority (excluding the Investment Partnership, except to the extent you hold Restricted Units) in accordance with the terms and provisions of such plan or arrangement and at a level consistent with the Company's practices applicable to you prior to the Change in Control Date. (d) BENEFITS. You shall be eligible to participate in all pension, welfare and fringe benefit plans and arrangements that the Company provides to its executive employees in accordance with the terms of such plans and arrangements, which shall be no less favorable to you, in the aggregate, than the terms and provisions available to other executive employees of the Company. (e) LOCATION. You will continue to be employed at a business location in the same metropolitan area in which you were employed prior to the Change in Control Date and the amount of time that you are required to travel for business purposes will not be increased in any significant respect from the amount of business travel required of you prior to the Change in Control Date. 3. INVOLUNTARY TERMINATION DURING THE TERM. (a) CASH SEVERANCE PAYMENT. In the event of your Involuntary Termination during the Term, the Company shall pay you within five (5) days of the date of such Involuntary Termination the full amount of any earned but unpaid base salary through the Date of Termination at the rate in effect at the time of the Notice of Termination, plus a cash payment (calculated on the basis of your Reference Salary) for all unused vacation time which you may have accrued as of the Date of Termination. The Company shall also pay you within five (5) days of the Date of Termination a pro rata portion of the annual bonus for the year in which your Involuntary Termination occurs, calculated on the basis of your target bonus for that year and on the assumption that all performance targets have been or will be achieved. In addition, the Company shall pay you in a cash lump sum, within eight (8) days following the date of your execution of the release described in the last sentence of this Section 3(a) (or on

3 the Date of Termination, if later), an amount (the "SEVERANCE PAYMENT") equal to the product of (i) the sum of your Reference Salary and your Reference Bonus, multiplied by (ii) two (2) plus one twelfth (1/12th) for each of your completed years of service with the Company (not in excess of twelve (12)) (the number determined in accordance with the clause (ii) being hereinafter referred to as the "SEVERANCE MULTIPLE"). The Severance Payment shall be in lieu of any other cash severance payments which you are entitled to receive under any other severance pay plan or arrangement sponsored by the Company and its subsidiaries. (b) VESTING AND EXERCISE OF EQUITY AWARDS AND RESTRICTED UNITS. Notwithstanding anything to the contrary contained in an applicable Equity Award or Restricted Unit agreement, all Equity Awards granted to you under the Equity Plans (except performance share unit awards, which shall continue to be governed by their current terms) shall vest in full and become exercisable, and all Restricted Units granted to you under the Investment Partnership shall vest in full, upon your Involuntary Termination during the Term. Anything in this Agreement to the contrary notwithstanding, in no event shall the vesting and exercisability provisions applicable to you under the terms of your Equity Awards or Restricted Units be less favorable to you than the terms and provisions of such awards in effect on the date hereof.

3 the Date of Termination, if later), an amount (the "SEVERANCE PAYMENT") equal to the product of (i) the sum of your Reference Salary and your Reference Bonus, multiplied by (ii) two (2) plus one twelfth (1/12th) for each of your completed years of service with the Company (not in excess of twelve (12)) (the number determined in accordance with the clause (ii) being hereinafter referred to as the "SEVERANCE MULTIPLE"). The Severance Payment shall be in lieu of any other cash severance payments which you are entitled to receive under any other severance pay plan or arrangement sponsored by the Company and its subsidiaries. (b) VESTING AND EXERCISE OF EQUITY AWARDS AND RESTRICTED UNITS. Notwithstanding anything to the contrary contained in an applicable Equity Award or Restricted Unit agreement, all Equity Awards granted to you under the Equity Plans (except performance share unit awards, which shall continue to be governed by their current terms) shall vest in full and become exercisable, and all Restricted Units granted to you under the Investment Partnership shall vest in full, upon your Involuntary Termination during the Term. Anything in this Agreement to the contrary notwithstanding, in no event shall the vesting and exercisability provisions applicable to you under the terms of your Equity Awards or Restricted Units be less favorable to you than the terms and provisions of such awards in effect on the date hereof. (c) BENEFITS CONTINUATION. In the event of your Involuntary Termination during the Term, you and your eligible dependents shall continue to be eligible to participate during the Benefit Continuation Period (as hereinafter defined) in the medical, dental, health, life and other fringe benefit plans and arrangements applicable to you immediately prior to your Involuntary Termination on the same terms and conditions (including the level of your contributions) in effect for you and your dependents immediately prior to such Involuntary Termination. For purposes of the previous sentence, "BENEFIT CONTINUATION PERIOD" means the period beginning on the Date of Termination and continuing for a number of years (and fractions of years) equal to the Severance Multiple. (d) DATE AND NOTICE OF TERMINATION. Any termination of your employment by the Company or by you during the Term shall be communicated by a notice of termination to the other party hereto (the "NOTICE OF TERMINATION"). The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated. The date of your termination of employment with the Company and its subsidiaries (the "DATE OF TERMINATION") shall be determined as follows: (i) if your employment is terminated for Disability, thirty (30) days after a Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such thirty (30) day period), (ii) if your employment is terminated by the Company in an Involuntary Termination, five (5) days after the date the Notice of Termination is received by you and (iii) if your employment is terminated by the Company for Cause, the

4 later of the date specified in the Notice of Termination or ten (10) days following the date such notice is received by you. If the basis of your Involuntary Termination is your resignation for Good Reason, the Date of Termination shall be ten (10) days after the date your Notice of Termination is received by the Company. The Date of Termination for a resignation of employment other than for Good Reason shall be the date set forth in the applicable notice, which shall be no earlier than ten (10) days after the date such notice is received by the Company. (e) NO MITIGATION OR OFFSET. You shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned by you as the result of employment by another employer or by pension benefits paid by the Company or another employer after the Date of Termination or otherwise. 4. LIMITATION ON PAYMENTS. In the event that it is determined by the Accounting Firm that any amount payable to you under this Agreement, alone or when aggregated with any other amount payable or benefit provided to you pursuant to any other plan or arrangement of the Company, would constitute an "excess parachute payment" within the meaning of Section 280G of the Code, then the aggregate present value of all such

4 later of the date specified in the Notice of Termination or ten (10) days following the date such notice is received by you. If the basis of your Involuntary Termination is your resignation for Good Reason, the Date of Termination shall be ten (10) days after the date your Notice of Termination is received by the Company. The Date of Termination for a resignation of employment other than for Good Reason shall be the date set forth in the applicable notice, which shall be no earlier than ten (10) days after the date such notice is received by the Company. (e) NO MITIGATION OR OFFSET. You shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned by you as the result of employment by another employer or by pension benefits paid by the Company or another employer after the Date of Termination or otherwise. 4. LIMITATION ON PAYMENTS. In the event that it is determined by the Accounting Firm that any amount payable to you under this Agreement, alone or when aggregated with any other amount payable or benefit provided to you pursuant to any other plan or arrangement of the Company, would constitute an "excess parachute payment" within the meaning of Section 280G of the Code, then the aggregate present value of all such payments and benefits shall be reduced to the amount, expressed as a present value, which, as determined by the Accounting Firm, maximizes the aggregate present value of the payments without causing any payment to be nondeductible by the Company under Section 280G of the Code. 5. LEGAL FEES AND EXPENSES. The Company shall pay or reimburse you for all costs and expenses (including, without limitation, court costs and reasonable legal fees and expenses which reflect common practice with respect to the matters involved) incurred by you as a result of any claim, action or proceeding (i) arising out of your termination of employment during the Term, (ii) contesting, disputing or enforcing any right, benefits or obligations under this Agreement or (iii) arising out of or challenging the validity, advisability or enforceability of this Agreement or any provision thereof. The payments or reimbursements provided for herein shall be paid by the Company promptly (but in no event more than five (5) business days) following receipt of a written request for payment or reimbursement, as the case may be. 6. SUCCESSORS; BINDING AGREEMENT. (a) ASSUMPTION BY SUCCESSOR. The Company will 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 Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be

5 required to perform it if no such succession had taken place; PROVIDED, HOWEVER, that no such assumption shall relieve the Company of its obligations hereunder. As used in this Agreement, the "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise. (b) ENFORCEABILITY; BENEFICIARIES. This Agreement shall be binding upon and inure to the benefit of you (and your personal representatives and heirs) and the Company and any organization which succeeds to substantially all of the business or assets of the Company, whether by means of merger, consolidation, acquisition of all or substantially all of the assets of the Company or otherwise, including, without limitation, as a result of a Change in Control or by operation of law. This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate. 7. DEFINITIONS. For purposes of this Agreement, the following capitalized words shall have the meanings set forth below:

5 required to perform it if no such succession had taken place; PROVIDED, HOWEVER, that no such assumption shall relieve the Company of its obligations hereunder. As used in this Agreement, the "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise. (b) ENFORCEABILITY; BENEFICIARIES. This Agreement shall be binding upon and inure to the benefit of you (and your personal representatives and heirs) and the Company and any organization which succeeds to substantially all of the business or assets of the Company, whether by means of merger, consolidation, acquisition of all or substantially all of the assets of the Company or otherwise, including, without limitation, as a result of a Change in Control or by operation of law. This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate. 7. DEFINITIONS. For purposes of this Agreement, the following capitalized words shall have the meanings set forth below: "ACCOUNTING FIRM" shall mean KPMG Peat Marwick LLP or, if such firm is unable or unwilling to perform such calculations, such other national accounting firm as shall be designated by agreement between you and the Company. "CAUSE" shall mean a termination of your employment during the Term which is a result of (i) your felony conviction, (ii) your willful disclosure of material trade secrets or other material confidential information related to the business of the Company and its subsidiaries or (iii) your willful and continued failure substantially to perform your same duties with the Company as in existence prior to the Change in Control (other than any such failure resulting from your incapacity due to physical or mental illness or any actual or anticipated failure resulting from a resignation by you for Good Reason) after a written demand for substantial performance is delivered to you by the Board, which demand identifies the specific actions which the Board believes constitute willful and continued failure substantially to perform your duties, and which performance is not substantially corrected by you within ten (10) days of receipt of such demand. For purposes of the previous sentence, no act or failure to act on your part shall be deemed "willful" unless done, or omitted to be done, by you with willful malfeasance or gross negligence and without reasonable belief that your action or omission was not materially adverse to the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of

6 not less than three-fourths (3/4ths) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in clause (i), (ii) or (iii) of the first sentence of this section and specifying the particulars thereof in detail. "CHANGE IN CONTROL" shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement; PROVIDED, HOWEVER, that, anything in this Agreement to the contrary notwithstanding, a Change in Control shall be deemed to have occurred if: (i) any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity or person, or any syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange Act, is or becomes the "beneficial owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities entitled to vote in the election of directors of the Company;

6 not less than three-fourths (3/4ths) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in clause (i), (ii) or (iii) of the first sentence of this section and specifying the particulars thereof in detail. "CHANGE IN CONTROL" shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement; PROVIDED, HOWEVER, that, anything in this Agreement to the contrary notwithstanding, a Change in Control shall be deemed to have occurred if: (i) any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity or person, or any syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange Act, is or becomes the "beneficial owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities entitled to vote in the election of directors of the Company; (ii) during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constituted the Board and any new directors, whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least three-fourths (3/4ths) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (the "INCUMBENT DIRECTORS"), cease for any reason to constitute a majority thereof; (iii) there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company or a subsidiary of the Company (a "TRANSACTION"), in each case with respect to which the stockholders of the Company immediately prior to such Transaction do not, immediately after the Transaction, own securities representing more than 50% of the combined voting power of the Company, a parent of the Company or other corporation resulting from such Transaction (counting, for this purpose, only those securities held by the Company's stockholders immediately after the Transaction that were received in exchange for, or represent their continuing ownership of, securities of the Company held by them immediately prior to the Transaction);

7 (iv) all or substantially all of the assets of the Company are sold, liquidated or distributed; or (v) there is a "change in control" or a "change in the effective control" of the Company within the meaning of Section 280G of the Code and the Regulations. "CHANGE IN CONTROL DATE" shall mean the date on which the Change in Control occurs. Notwithstanding the first sentence of this definition, if your employment with the Company terminates prior to the Change in Control Date and it is reasonably demonstrated that your termination of employment (i) was at the request of the third party who has taken steps reasonably calculated to effect the Change in Control or (ii) otherwise arose in connection with or in anticipation of the Change in Control, then "Change in Control Date" shall mean the date immediately prior to the date of your termination of employment. "CODE" shall mean the Internal Revenue Code of 1986, as amended, and any successor provisions thereto. "COMMON STOCK" shall mean the common stock of the Company. "DISABILITY" shall mean (i) your incapacity due to physical or mental illness which causes you to be absent from the full-time performance of your duties with the Company for six (6) consecutive months and (ii) your failure to return to full-time performance of your duties for the Company within thirty (30) days after written Notice of Termination due to Disability is given to you. Any question as to the existence of your Disability upon

7 (iv) all or substantially all of the assets of the Company are sold, liquidated or distributed; or (v) there is a "change in control" or a "change in the effective control" of the Company within the meaning of Section 280G of the Code and the Regulations. "CHANGE IN CONTROL DATE" shall mean the date on which the Change in Control occurs. Notwithstanding the first sentence of this definition, if your employment with the Company terminates prior to the Change in Control Date and it is reasonably demonstrated that your termination of employment (i) was at the request of the third party who has taken steps reasonably calculated to effect the Change in Control or (ii) otherwise arose in connection with or in anticipation of the Change in Control, then "Change in Control Date" shall mean the date immediately prior to the date of your termination of employment. "CODE" shall mean the Internal Revenue Code of 1986, as amended, and any successor provisions thereto. "COMMON STOCK" shall mean the common stock of the Company. "DISABILITY" shall mean (i) your incapacity due to physical or mental illness which causes you to be absent from the full-time performance of your duties with the Company for six (6) consecutive months and (ii) your failure to return to full-time performance of your duties for the Company within thirty (30) days after written Notice of Termination due to Disability is given to you. Any question as to the existence of your Disability upon which you and the Company cannot agree shall be determined by a qualified independent physician selected by you (or, if you are unable to make such selection, such selection shall be made by any adult member of your immediate family), and approved by the Company. The determination of such physician made in writing to the Company and to you shall be final and conclusive for all purposes of this Agreement. "EQUITY AWARDS" shall mean options, restricted stock, bonus stock or other grants or awards which consist of, or relate to, equity securities of the Company and which have been granted to you under the Equity Plans. For purposes of this Agreement, Equity Awards shall also include any securities acquired upon the exercise of an option, warrant or similar right that constitutes an Equity Award. "EQUITY PLANS" shall mean the Adobe Systems Incorporated 1994 Stock Option Plan, the Adobe Systems Incorporated 1994 Performance and Restricted Stock Plan and any other equity-based incentive plan or arrangement adopted by the Company, but shall not include the Adobe Systems Incorporated 1997 Employee Stock Purchase Plan.

8 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended, and any successor provisions thereto. "GOOD REASON" shall mean a resignation of your employment during the Term as a result of any of the following: (i) A meaningful and detrimental alteration in your position, your titles, or the nature or status of your responsibilities (including your reporting responsibilities) from those in effect immediately prior to the Change in Control Date. For purposes of this clause (i), a meaningful and detrimental alteration shall exist if, on or after the Change in Control Date, without limitation, any of the following occurs: (A) at any time you do not hold the position of the [INSERT TITLE/DUTIES] of the Company (or the surviving entity resulting from the merger or consolidation (through one or more related transactions) of the Company with another entity (the "SURVIVING ENTITY")); (B) at any time you do not hold the position of the [INSERT TITLE/DUTIES] of any entity that beneficially owns a majority of the voting stock of the Company (or the Surviving Entity) or that has the power to elect a majority of the Board (or the board of directors of the Surviving Entity) (the "CONTROLLING ENTITY"); (C) at any time you do not report directly to the [chief executive officer] of the Company (or the Surviving Entity) and to the [chief executive officer] of any Controlling Entity; (D) at any time you do not have regular direct access to the [chief executive officer] of the Company (or the Surviving Entity) and to the [chief executive officer] of any Controlling Entity or (E) any similar adverse change on or after the Change in Control

8 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended, and any successor provisions thereto. "GOOD REASON" shall mean a resignation of your employment during the Term as a result of any of the following: (i) A meaningful and detrimental alteration in your position, your titles, or the nature or status of your responsibilities (including your reporting responsibilities) from those in effect immediately prior to the Change in Control Date. For purposes of this clause (i), a meaningful and detrimental alteration shall exist if, on or after the Change in Control Date, without limitation, any of the following occurs: (A) at any time you do not hold the position of the [INSERT TITLE/DUTIES] of the Company (or the surviving entity resulting from the merger or consolidation (through one or more related transactions) of the Company with another entity (the "SURVIVING ENTITY")); (B) at any time you do not hold the position of the [INSERT TITLE/DUTIES] of any entity that beneficially owns a majority of the voting stock of the Company (or the Surviving Entity) or that has the power to elect a majority of the Board (or the board of directors of the Surviving Entity) (the "CONTROLLING ENTITY"); (C) at any time you do not report directly to the [chief executive officer] of the Company (or the Surviving Entity) and to the [chief executive officer] of any Controlling Entity; (D) at any time you do not have regular direct access to the [chief executive officer] of the Company (or the Surviving Entity) and to the [chief executive officer] of any Controlling Entity or (E) any similar adverse change on or after the Change in Control Date in your title, position or reporting responsibilities; (ii) A reduction by the Company in your annual base salary as in effect immediately prior to the Change in Control Date or as the same may be increased from time to time thereafter; a failure by the Company to increase your salary at a rate commensurate with that of other key executives of the Company; or a reduction in the target incentive opportunity percentage used to determine your Target Annual Bonus below the percentage in effect for you prior to the Change in Control Date; (iii) The relocation of the office of the Company where you are employed immediately prior to the Change in Control Date (the "CIC LOCATION") to a location which is more than thirty five (35) miles away from the CIC Location or the Company's requiring you to be based more than thirty five (35) miles away from the CIC Location (except for required travel on the Company's business to an extent substantially consistent with your customary business travel obligations in the ordinary course of business prior to the Change in Control Date);

9 (iv) The failure by the Company to continue in effect any compensation plan in which you participated prior to the Change in Control Date or made available to you after the Change in Control Date, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan in connection with the Change in Control, or the failure by the Company to continue your participation therein on at least as favorable a basis, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed on the Change in Control Date; (v) The failure by the Company to continue to provide you with benefits at least as favorable in the aggregate to those enjoyed by you under the Company's pension, savings, life insurance, medical, health and accident, disability, and fringe benefit plans and programs in which you were participating immediately prior to the Change in Control Date; or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect immediately prior to the Change in Control; (vi) The failure by the Company to pay or provide you any material item of compensation or benefits promptly when due; (vii) The failure of the Company to obtain an agreement reasonably satisfactory to you from any successor to assume and agree to perform this Agreement, as contemplated in Section 6(a) hereof or, if the business for which your services are principally performed is sold at any time after a Change in Control, the failure of the Company to obtain such an agreement from the purchaser of such business;

9 (iv) The failure by the Company to continue in effect any compensation plan in which you participated prior to the Change in Control Date or made available to you after the Change in Control Date, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan in connection with the Change in Control, or the failure by the Company to continue your participation therein on at least as favorable a basis, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed on the Change in Control Date; (v) The failure by the Company to continue to provide you with benefits at least as favorable in the aggregate to those enjoyed by you under the Company's pension, savings, life insurance, medical, health and accident, disability, and fringe benefit plans and programs in which you were participating immediately prior to the Change in Control Date; or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect immediately prior to the Change in Control; (vi) The failure by the Company to pay or provide you any material item of compensation or benefits promptly when due; (vii) The failure of the Company to obtain an agreement reasonably satisfactory to you from any successor to assume and agree to perform this Agreement, as contemplated in Section 6(a) hereof or, if the business for which your services are principally performed is sold at any time after a Change in Control, the failure of the Company to obtain such an agreement from the purchaser of such business; (viii) Any termination of your employment which is not effected pursuant to the terms of this Agreement; or (ix) A material breach by the Company of the provisions of this Agreement; PROVIDED, HOWEVER, that an event described above in clause (i), (ii), (iv), (v), (vi) or (ix) shall not constitute Good Reason unless it is communicated by you to the Company in writing and is not corrected by the Company in a manner which is reasonably satisfactory to you (including full retroactive correction with respect to any monetary matter) within 10 days of the Company's receipt of such written notice from you. "INVESTMENT PARTNERSHIP" shall mean Adobe Incentive Partners, L.P.

10 "INVOLUNTARY TERMINATION" shall mean (i) your termination of employment by the Company and its subsidiaries during the Term other than for Cause, (ii) your resignation of employment with the Company and its subsidiaries during the Term for Good Reason or (iii) the termination of your employment by reason of Disability. "REFERENCE BONUS" shall mean the greater of (i) the Target Annual Bonus applicable to you for the year in which your Involuntary Termination occurs and (ii) the highest Target Annual Bonus applicable to you in any of the three years ending prior to the Change in Control Date. "REFERENCE SALARY" shall mean the greater of (i) the annual rate of your base salary from the Company and its subsidiaries in effect immediately prior to the date of your Involuntary Termination and (ii) the annual rate of your base salary from the Company in effect at any point during the three-year period ending on the Change in Control Date. "REGULATIONS" shall mean the proposed, temporary and final regulations under Section 280G of the Code or any successor provision thereto. "RESTRICTED UNITS" shall mean restricted Class B Units of limited partnership interests in the Investment Partnership granted pursuant to a Restricted Units Agreement. "TARGET ANNUAL BONUS" shall mean an amount equal to your base salary times your target incentive

10 "INVOLUNTARY TERMINATION" shall mean (i) your termination of employment by the Company and its subsidiaries during the Term other than for Cause, (ii) your resignation of employment with the Company and its subsidiaries during the Term for Good Reason or (iii) the termination of your employment by reason of Disability. "REFERENCE BONUS" shall mean the greater of (i) the Target Annual Bonus applicable to you for the year in which your Involuntary Termination occurs and (ii) the highest Target Annual Bonus applicable to you in any of the three years ending prior to the Change in Control Date. "REFERENCE SALARY" shall mean the greater of (i) the annual rate of your base salary from the Company and its subsidiaries in effect immediately prior to the date of your Involuntary Termination and (ii) the annual rate of your base salary from the Company in effect at any point during the three-year period ending on the Change in Control Date. "REGULATIONS" shall mean the proposed, temporary and final regulations under Section 280G of the Code or any successor provision thereto. "RESTRICTED UNITS" shall mean restricted Class B Units of limited partnership interests in the Investment Partnership granted pursuant to a Restricted Units Agreement. "TARGET ANNUAL BONUS" shall mean an amount equal to your base salary times your target incentive opportunity percentage under the Company's MBO Bonus and Profit Sharing Plans (or any successor plans, if any, then in effect). 8. NOTICE. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the Board of Directors, Adobe Systems Incorporated, 345 Park Avenue, San Jose, California 95110 - 2704, with a copy to the General Counsel of the Company, or to you at the address set forth on the first page of this Agreement or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt. 9. MISCELLANEOUS.

11 (a) AMENDMENTS, WAIVERS, ETC. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement and this Agreement shall supersede all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to the subject matter hereof, including, without limitation, the prior Severance and Change of Control Agreement between you and the Company; PROVIDED, HOWEVER, that, except as expressly set forth herein, this Agreement shall not supersede the terms of Equity Awards or Restricted Units previously granted to you. (b) VALIDITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. (c) COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. (d) NO CONTRACT OF EMPLOYMENT. Nothing in this Agreement shall be construed as giving you any right to be retained in the employ of the Company or shall affect the terms and conditions of your employment with the Company prior to the commencement of the Term hereof.

11 (a) AMENDMENTS, WAIVERS, ETC. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement and this Agreement shall supersede all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to the subject matter hereof, including, without limitation, the prior Severance and Change of Control Agreement between you and the Company; PROVIDED, HOWEVER, that, except as expressly set forth herein, this Agreement shall not supersede the terms of Equity Awards or Restricted Units previously granted to you. (b) VALIDITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. (c) COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. (d) NO CONTRACT OF EMPLOYMENT. Nothing in this Agreement shall be construed as giving you any right to be retained in the employ of the Company or shall affect the terms and conditions of your employment with the Company prior to the commencement of the Term hereof. (e) WITHHOLDING. Amounts paid to you hereunder shall be subject to all applicable federal, state and local withholding taxes. (f) SOURCE OF PAYMENTS. All payments provided under this Agreement, other than payments made pursuant to a plan which provides otherwise, shall be paid in cash from the general funds of the Company, and no special or separate fund shall be established, and no other segregation of assets made, to assure payment. To the extent that any person acquires a right to receive payments from the Company hereunder, such right shall be no greater than the right of an unsecured creditor of the Company. (g) HEADINGS. The headings contained in this Agreement are intended solely for convenience of reference and shall not affect the rights of the parties to this Agreement.

12 (h) AMENDMENT. This Agreement may not be amended, modified or terminated except pursuant to a written instrument executed by both parties hereto. (i) GOVERNING LAW. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of California applicable to contracts entered into and performed in such State. If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject. Sincerely, ADOBE SYSTEMS INCORPORATED By: Name:

Title:

12 (h) AMENDMENT. This Agreement may not be amended, modified or terminated except pursuant to a written instrument executed by both parties hereto. (i) GOVERNING LAW. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of California applicable to contracts entered into and performed in such State. If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject. Sincerely, ADOBE SYSTEMS INCORPORATED By: Name:

Title:
Agreed to as of this --day of , 1997 -------

-------------------------------[NAME]

[GOLD VERSION B] ________ ___, 1997 [Name] [Address] RETENTION AGREEMENT Dear _______: Adobe Systems Incorporated, a Delaware corporation (the "COMPANY"), considers it essential to the best interests of its stockholders to take reasonable steps to retain key management personnel. Further, the Board of Directors of the Company (the "BOARD") recognizes that the uncertainty and questions which might arise among management in the context of a change in control of the Company could result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. The Board has determined, therefore, that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the management of the Company and its subsidiaries, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from any possible change in control of the Company. In order to induce you to remain in the employ of the Company, the Company has determined to enter into this letter agreement (this "AGREEMENT") which addresses the terms and conditions of your employment in the event of a change in control of the Company. Capitalized words which are not otherwise defined herein shall have the meanings assigned to such words in Section 7 of this Agreement. 1. TERM OF EMPLOYMENT UNDER THE AGREEMENT. The term of your employment under this Agreement shall commence on the Change in Control Date and shall continue until the second anniversary of the

[GOLD VERSION B] ________ ___, 1997 [Name] [Address] RETENTION AGREEMENT Dear _______: Adobe Systems Incorporated, a Delaware corporation (the "COMPANY"), considers it essential to the best interests of its stockholders to take reasonable steps to retain key management personnel. Further, the Board of Directors of the Company (the "BOARD") recognizes that the uncertainty and questions which might arise among management in the context of a change in control of the Company could result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. The Board has determined, therefore, that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the management of the Company and its subsidiaries, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from any possible change in control of the Company. In order to induce you to remain in the employ of the Company, the Company has determined to enter into this letter agreement (this "AGREEMENT") which addresses the terms and conditions of your employment in the event of a change in control of the Company. Capitalized words which are not otherwise defined herein shall have the meanings assigned to such words in Section 7 of this Agreement. 1. TERM OF EMPLOYMENT UNDER THE AGREEMENT. The term of your employment under this Agreement shall commence on the Change in Control Date and shall continue until the second anniversary of the Change in Control Date (the "TERM"). 2. EMPLOYMENT DURING THE TERM. During the Term, the following terms and conditions shall apply to your employment with the Company: (a) TITLES; REPORTING AND DUTIES. Your position, titles, nature and status of responsibilities and reporting obligations shall be no less favorable to you than those that you

enjoyed immediately prior to the Change in Control Date. (b) SALARY AND BONUS. Your base salary and annual bonus opportunity may not be reduced, and your base salary shall be periodically reviewed and increased in the manner commensurate with increases awarded to other similarly situated executives of the Company. (c) INCENTIVE COMPENSATION. You shall be eligible to participate in each long-term incentive plan or arrangement established by the Company for its executive employees at your level of seniority (excluding the Investment Partnership, except to the extent you hold Restricted Units) in accordance with the terms and provisions of such plan or arrangement and at a level consistent with the Company's practices applicable to you prior to the Change in Control Date. (d) BENEFITS. You shall be eligible to participate in all pension, welfare and fringe benefit plans and arrangements that the Company provides to its executive employees in accordance with the terms of such plans and arrangements, which shall be no less favorable to you, in the aggregate, than the terms and provisions available to other executive employees of the Company. (e) LOCATION. You will continue to be employed at a business location in the same metropolitan area in which you were employed prior to the Change in Control Date and the amount of time that you are required to travel

enjoyed immediately prior to the Change in Control Date. (b) SALARY AND BONUS. Your base salary and annual bonus opportunity may not be reduced, and your base salary shall be periodically reviewed and increased in the manner commensurate with increases awarded to other similarly situated executives of the Company. (c) INCENTIVE COMPENSATION. You shall be eligible to participate in each long-term incentive plan or arrangement established by the Company for its executive employees at your level of seniority (excluding the Investment Partnership, except to the extent you hold Restricted Units) in accordance with the terms and provisions of such plan or arrangement and at a level consistent with the Company's practices applicable to you prior to the Change in Control Date. (d) BENEFITS. You shall be eligible to participate in all pension, welfare and fringe benefit plans and arrangements that the Company provides to its executive employees in accordance with the terms of such plans and arrangements, which shall be no less favorable to you, in the aggregate, than the terms and provisions available to other executive employees of the Company. (e) LOCATION. You will continue to be employed at a business location in the same metropolitan area in which you were employed prior to the Change in Control Date and the amount of time that you are required to travel for business purposes will not be increased in any significant respect from the amount of business travel required of you prior to the Change in Control Date. 3. INVOLUNTARY TERMINATION DURING THE TERM. (a) CASH SEVERANCE PAYMENT. In the event of your Involuntary Termination during the Term, the Company shall pay you within five (5) days of the date of such Involuntary Termination the full amount of any earned but unpaid base salary through the Date of Termination at the rate in effect at the time of the Notice of Termination, plus a cash payment (calculated on the basis of your Reference Salary) for all unused vacation time which you may have accrued as of the Date of Termination. The Company shall also pay you within five (5) days of the Date of Termination a pro rata portion of the annual bonus for the year in which your Involuntary Termination occurs, calculated on the basis of your target bonus for that year and on the assumption that all performance targets have been or will be achieved. In addition, the Company shall pay you in a cash lump sum, within eight (8) days following the date of your execution of the release described in the last sentence of this Section 3(a) (or on the Date of Termination, if later), an amount (the "SEVERANCE PAYMENT") equal to the product of (i) the sum of your Reference Salary and your Reference Bonus, multiplied by (ii) two (2) plus one twelfth (1/12th) for each of your completed years of service with the Company (not in excess of twelve (12)) (the number determined in accordance with the clause (ii) being

hereinafter referred to as the "SEVERANCE MULTIPLE"). The Severance Payment shall be in lieu of any other cash severance payments which you are entitled to receive under any other severance pay plan or arrangement sponsored by the Company and its subsidiaries. (b) VESTING AND EXERCISE OF EQUITY AWARDS AND RESTRICTED UNITS. Notwithstanding anything to the contrary contained in an applicable Equity Award or Restricted Unit agreement, all Equity Awards granted to you under the Equity Plans (except performance share unit awards, which shall continue to be governed by their current terms) shall vest in full and become exercisable, and all Restricted Units granted to you under the Investment Partnership shall vest in full, upon your Involuntary Termination during the Term. Anything in this Agreement to the contrary notwithstanding, in no event shall the vesting and exercisability provisions applicable to you under the terms of your Equity Awards or Restricted Units be less favorable to you than the terms and provisions of such awards in effect on the date hereof. (c) BENEFITS CONTINUATION. In the event of your Involuntary Termination during the Term, you and your eligible dependents shall continue to be eligible to participate during the Benefit Continuation Period (as hereinafter defined) in the medical, dental, health, life and other fringe benefit plans and arrangements applicable to you immediately prior to your Involuntary Termination on the same terms and conditions (including the level of

hereinafter referred to as the "SEVERANCE MULTIPLE"). The Severance Payment shall be in lieu of any other cash severance payments which you are entitled to receive under any other severance pay plan or arrangement sponsored by the Company and its subsidiaries. (b) VESTING AND EXERCISE OF EQUITY AWARDS AND RESTRICTED UNITS. Notwithstanding anything to the contrary contained in an applicable Equity Award or Restricted Unit agreement, all Equity Awards granted to you under the Equity Plans (except performance share unit awards, which shall continue to be governed by their current terms) shall vest in full and become exercisable, and all Restricted Units granted to you under the Investment Partnership shall vest in full, upon your Involuntary Termination during the Term. Anything in this Agreement to the contrary notwithstanding, in no event shall the vesting and exercisability provisions applicable to you under the terms of your Equity Awards or Restricted Units be less favorable to you than the terms and provisions of such awards in effect on the date hereof. (c) BENEFITS CONTINUATION. In the event of your Involuntary Termination during the Term, you and your eligible dependents shall continue to be eligible to participate during the Benefit Continuation Period (as hereinafter defined) in the medical, dental, health, life and other fringe benefit plans and arrangements applicable to you immediately prior to your Involuntary Termination on the same terms and conditions (including the level of your contributions) in effect for you and your dependents immediately prior to such Involuntary Termination. For purposes of the previous sentence, "BENEFIT CONTINUATION PERIOD" means the period beginning on the Date of Termination and continuing for a number of years (and fractions of years) equal to the Severance Multiple. (d) DATE AND NOTICE OF TERMINATION. Any termination of your employment by the Company or by you during the Term shall be communicated by a notice of termination to the other party hereto (the "NOTICE OF TERMINATION"). The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated. The date of your termination of employment with the Company and its subsidiaries (the "DATE OF TERMINATION") shall be determined as follows: (i) if your employment is terminated for Disability, thirty (30) days after a Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such thirty (30) day period), (ii) if your employment is terminated by the Company in an Involuntary Termination, five (5) days after the date the Notice of Termination is received by you and (iii) if your employment is terminated by the Company for Cause, the later of the date specified in the Notice of Termination or ten (10) days following the date such notice is received by you. If the basis of your Involuntary Termination is your resignation for Good Reason, the Date of Termination shall be ten (10) days after the date your Notice of Termination is received by the Company. The Date of Termination for a resignation of employment other than for Good Reason shall be the date set forth in the applicable notice, which shall be no earlier than ten (10) days after the date such notice is received by the

Company. (e) NO MITIGATION OR OFFSET. You shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned by you as the result of employment by another employer or by pension benefits paid by the Company or another employer after the Date of Termination or otherwise. 4. LIMITATION ON PAYMENTS. In the event that it is determined by the Accounting Firm that any amount payable to you under this Agreement, alone or when aggregated with any other amount payable or benefit provided to you pursuant to any other plan or arrangement of the Company, would constitute an "excess parachute payment" within the meaning of Section 280G of the Code, then the aggregate present value of all such payments and benefits shall be reduced to the amount, expressed as a present value, which, as determined by the Accounting Firm, maximizes the aggregate present value of the payments without causing any payment to be nondeductible by the Company under Section 280G of the Code. 5. LEGAL FEES AND EXPENSES. The Company shall pay or reimburse you for all costs and expenses

Company. (e) NO MITIGATION OR OFFSET. You shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned by you as the result of employment by another employer or by pension benefits paid by the Company or another employer after the Date of Termination or otherwise. 4. LIMITATION ON PAYMENTS. In the event that it is determined by the Accounting Firm that any amount payable to you under this Agreement, alone or when aggregated with any other amount payable or benefit provided to you pursuant to any other plan or arrangement of the Company, would constitute an "excess parachute payment" within the meaning of Section 280G of the Code, then the aggregate present value of all such payments and benefits shall be reduced to the amount, expressed as a present value, which, as determined by the Accounting Firm, maximizes the aggregate present value of the payments without causing any payment to be nondeductible by the Company under Section 280G of the Code. 5. LEGAL FEES AND EXPENSES. The Company shall pay or reimburse you for all costs and expenses (including, without limitation, court costs and reasonable legal fees and expenses which reflect common practice with respect to the matters involved) incurred by you as a result of any claim, action or proceeding (i) arising out of your termination of employment during the Term, (ii) contesting, disputing or enforcing any right, benefits or obligations under this Agreement or (iii) arising out of or challenging the validity, advisability or enforceability of this Agreement or any provision thereof. The payments or reimbursements provided for herein shall be paid by the Company promptly (but in no event more than five (5) business days) following receipt of a written request for payment or reimbursement, as the case may be. 6. SUCCESSORS; BINDING AGREEMENT. (a) ASSUMPTION BY SUCCESSOR. The Company will 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 Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; PROVIDED, HOWEVER, that no such assumption shall relieve the Company of its obligations hereunder. As used in this Agreement, the "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise. (b) ENFORCEABILITY; BENEFICIARIES. This Agreement shall be binding upon and inure to the benefit of you (and your personal representatives and heirs) and the Company and

any organization which succeeds to substantially all of the business or assets of the Company, whether by means of merger, consolidation, acquisition of all or substantially all of the assets of the Company or otherwise, including, without limitation, as a result of a Change in Control or by operation of law. This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate. 7. DEFINITIONS. For purposes of this Agreement, the following capitalized words shall have the meanings set forth below: "ACCOUNTING FIRM" shall mean KPMG Peat Marwick LLP or, if such firm is unable or unwilling to perform such calculations, such other national accounting firm as shall be designated by agreement between you and the Company. "CAUSE" shall mean a termination of your employment during the Term which is a result of (i) your felony conviction, (ii) your willful disclosure of material trade secrets or other material confidential information related to

any organization which succeeds to substantially all of the business or assets of the Company, whether by means of merger, consolidation, acquisition of all or substantially all of the assets of the Company or otherwise, including, without limitation, as a result of a Change in Control or by operation of law. This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate. 7. DEFINITIONS. For purposes of this Agreement, the following capitalized words shall have the meanings set forth below: "ACCOUNTING FIRM" shall mean KPMG Peat Marwick LLP or, if such firm is unable or unwilling to perform such calculations, such other national accounting firm as shall be designated by agreement between you and the Company. "CAUSE" shall mean a termination of your employment during the Term which is a result of (i) your felony conviction, (ii) your willful disclosure of material trade secrets or other material confidential information related to the business of the Company and its subsidiaries or (iii) your willful and continued failure substantially to perform your same duties with the Company as in existence prior to the Change in Control (other than any such failure resulting from your incapacity due to physical or mental illness or any actual or anticipated failure resulting from a resignation by you for Good Reason) after a written demand for substantial performance is delivered to you by the Board, which demand identifies the specific actions which the Board believes constitute willful and continued failure substantially to perform your duties, and which performance is not substantially corrected by you within ten (10) days of receipt of such demand. For purposes of the previous sentence, no act or failure to act on your part shall be deemed "willful" unless done, or omitted to be done, by you with willful malfeasance or gross negligence and without reasonable belief that your action or omission was not materially adverse to the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4ths) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in clause (i), (ii) or (iii) of the first sentence of this section and specifying the particulars thereof in detail. "CHANGE IN CONTROL" shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement; PROVIDED, HOWEVER, that, anything in this Agreement to the contrary

notwithstanding, a Change in Control shall be deemed to have occurred if: (i) any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity or person, or any syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange Act, is or becomes the "beneficial owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities entitled to vote in the election of directors of the Company; (ii) during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constituted the Board and any new directors, whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least three-fourths (3/4ths) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (the "INCUMBENT DIRECTORS"), cease for any reason to constitute a majority thereof; (iii) there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company or

notwithstanding, a Change in Control shall be deemed to have occurred if: (i) any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity or person, or any syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange Act, is or becomes the "beneficial owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities entitled to vote in the election of directors of the Company; (ii) during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constituted the Board and any new directors, whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least three-fourths (3/4ths) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (the "INCUMBENT DIRECTORS"), cease for any reason to constitute a majority thereof; (iii) there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company or a subsidiary of the Company (a "TRANSACTION"), in each case with respect to which the stockholders of the Company immediately prior to such Transaction do not, immediately after the Transaction, own securities representing more than 50% of the combined voting power of the Company, a parent of the Company or other corporation resulting from such Transaction (counting, for this purpose, only those securities held by the Company's stockholders immediately after the Transaction that were received in exchange for, or represent their continuing ownership of, securities of the Company held by them immediately prior to the Transaction); (iv) all or substantially all of the assets of the Company are sold, liquidated or distributed; or (v) there is a "change in control" or a "change in the effective control" of the Company within the meaning of Section 280G of the Code and the Regulations. "CHANGE IN CONTROL DATE" shall mean the date on which the Change in Control occurs. Notwithstanding the first sentence of this definition, if your employment with the Company terminates prior to the Change in Control Date and it is reasonably demonstrated that your termination of employment (i) was at the request of the third party who has taken steps reasonably calculated to effect the Change in Control or (ii) otherwise arose in connection with or in anticipation of the Change in Control, then "Change in Control Date" shall mean the date immediately prior to the date of your termination of employment.

"CODE" shall mean the Internal Revenue Code of 1986, as amended, and any successor provisions thereto. "COMMON STOCK" shall mean the common stock of the Company. "DISABILITY" shall mean (i) your incapacity due to physical or mental illness which causes you to be absent from the full-time performance of your duties with the Company for six (6) consecutive months and (ii) your failure to return to full-time performance of your duties for the Company within thirty (30) days after written Notice of Termination due to Disability is given to you. Any question as to the existence of your Disability upon which you and the Company cannot agree shall be determined by a qualified independent physician selected by you (or, if you are unable to make such selection, such selection shall be made by any adult member of your immediate family), and approved by the Company. The determination of such physician made in writing to the Company and to you shall be final and conclusive for all purposes of this Agreement. "EQUITY AWARDS" shall mean options, restricted stock, bonus stock or other grants or awards which consist of, or relate to, equity securities of the Company and which have been granted to you under the Equity Plans. For purposes of this Agreement, Equity Awards shall also include any securities acquired upon the exercise of an option, warrant or similar right that constitutes an Equity Award. "EQUITY PLANS" shall mean the Adobe Systems Incorporated 1994 Stock Option Plan, the Adobe Systems Incorporated 1994 Performance and Restricted Stock Plan and any other equity-based incentive plan or

"CODE" shall mean the Internal Revenue Code of 1986, as amended, and any successor provisions thereto. "COMMON STOCK" shall mean the common stock of the Company. "DISABILITY" shall mean (i) your incapacity due to physical or mental illness which causes you to be absent from the full-time performance of your duties with the Company for six (6) consecutive months and (ii) your failure to return to full-time performance of your duties for the Company within thirty (30) days after written Notice of Termination due to Disability is given to you. Any question as to the existence of your Disability upon which you and the Company cannot agree shall be determined by a qualified independent physician selected by you (or, if you are unable to make such selection, such selection shall be made by any adult member of your immediate family), and approved by the Company. The determination of such physician made in writing to the Company and to you shall be final and conclusive for all purposes of this Agreement. "EQUITY AWARDS" shall mean options, restricted stock, bonus stock or other grants or awards which consist of, or relate to, equity securities of the Company and which have been granted to you under the Equity Plans. For purposes of this Agreement, Equity Awards shall also include any securities acquired upon the exercise of an option, warrant or similar right that constitutes an Equity Award. "EQUITY PLANS" shall mean the Adobe Systems Incorporated 1994 Stock Option Plan, the Adobe Systems Incorporated 1994 Performance and Restricted Stock Plan and any other equity-based incentive plan or arrangement adopted by the Company, but shall not include the Adobe Systems Incorporated 1997 Employee Stock Purchase Plan. "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended, and any successor provisions thereto. "GOOD REASON" shall mean a resignation of your employment during the Term as a result of any of the following: (i) A meaningful and detrimental alteration in your position, your titles, or the nature or status of your responsibilities (including your reporting responsibilities) from those in effect immediately prior to the Change in Control Date. (ii) A reduction by the Company in your annual base salary as in effect immediately prior to the Change in Control Date or as the same may be increased from time to time thereafter; a failure by the Company to increase your salary at a rate commensurate with that of other key executives of the Company; or a reduction in the target incentive opportunity percentage used to determine your Target Annual Bonus below the percentage in effect for you prior to the Change in Control Date;

(iii) The relocation of the office of the Company where you are employed immediately prior to the Change in Control Date (the "CIC LOCATION") to a location which is more than thirty five (35) miles away from the CIC Location or the Company's requiring you to be based more than thirty five (35) miles away from the CIC Location (except for required travel on the Company's business to an extent substantially consistent with your customary business travel obligations in the ordinary course of business prior to the Change in Control Date); (iv) The failure by the Company to continue in effect any compensation plan in which you participated prior to the Change in Control Date or made available to you after the Change in Control Date, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan in connection with the Change in Control, or the failure by the Company to continue your participation therein on at least as favorable a basis, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed on the Change in Control Date; (v) The failure by the Company to continue to provide you with benefits at least as favorable in the aggregate to those enjoyed by you under the Company's pension, savings, life insurance, medical, health and accident, disability, and fringe benefit plans and programs in which you were participating immediately prior to the Change in Control Date; or the failure by the Company to provide you with the number of paid vacation days to which

(iii) The relocation of the office of the Company where you are employed immediately prior to the Change in Control Date (the "CIC LOCATION") to a location which is more than thirty five (35) miles away from the CIC Location or the Company's requiring you to be based more than thirty five (35) miles away from the CIC Location (except for required travel on the Company's business to an extent substantially consistent with your customary business travel obligations in the ordinary course of business prior to the Change in Control Date); (iv) The failure by the Company to continue in effect any compensation plan in which you participated prior to the Change in Control Date or made available to you after the Change in Control Date, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan in connection with the Change in Control, or the failure by the Company to continue your participation therein on at least as favorable a basis, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed on the Change in Control Date; (v) The failure by the Company to continue to provide you with benefits at least as favorable in the aggregate to those enjoyed by you under the Company's pension, savings, life insurance, medical, health and accident, disability, and fringe benefit plans and programs in which you were participating immediately prior to the Change in Control Date; or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect immediately prior to the Change in Control; (vi) The failure by the Company to pay or provide you any material item of compensation or benefits promptly when due; (vii) The failure of the Company to obtain an agreement reasonably satisfactory to you from any successor to assume and agree to perform this Agreement, as contemplated in Section 6(a) hereof or, if the business for which your services are principally performed is sold at any time after a Change in Control, the failure of the Company to obtain such an agreement from the purchaser of such business; (viii) Any termination of your employment which is not effected pursuant to the terms of this Agreement; or (ix) A material breach by the Company of the provisions of this Agreement; PROVIDED, HOWEVER, that an event described above in clause (i), (ii), (iv), (v), (vi) or (ix) shall not constitute Good Reason unless it is communicated by you to the Company in writing and is not corrected by the Company in a manner which is reasonably satisfactory to you (including

full retroactive correction with respect to any monetary matter) within 10 days of the Company's receipt of such written notice from you. "INVESTMENT PARTNERSHIP" shall mean Adobe Incentive Partners, L.P. "INVOLUNTARY TERMINATION" shall mean (i) your termination of employment by the Company and its subsidiaries during the Term other than for Cause, (ii) your resignation of employment with the Company and its subsidiaries during the Term for Good Reason or (iii) the termination of your employment by reason of Disability. "REFERENCE BONUS" shall mean the greater of (i) the Target Annual Bonus applicable to you for the year in which your Involuntary Termination occurs and (ii) the highest Target Annual Bonus applicable to you in any of the three years ending prior to the Change in Control Date. "REFERENCE SALARY" shall mean the greater of (i) the annual rate of your base salary from the Company and its subsidiaries in effect immediately prior to the date of your Involuntary Termination and (ii) the annual rate of your base salary from the Company in effect at any point during the three-year period ending on the Change in Control Date. "REGULATIONS" shall mean the proposed, temporary and final regulations under Section 280G of the Code or any successor provision thereto.

full retroactive correction with respect to any monetary matter) within 10 days of the Company's receipt of such written notice from you. "INVESTMENT PARTNERSHIP" shall mean Adobe Incentive Partners, L.P. "INVOLUNTARY TERMINATION" shall mean (i) your termination of employment by the Company and its subsidiaries during the Term other than for Cause, (ii) your resignation of employment with the Company and its subsidiaries during the Term for Good Reason or (iii) the termination of your employment by reason of Disability. "REFERENCE BONUS" shall mean the greater of (i) the Target Annual Bonus applicable to you for the year in which your Involuntary Termination occurs and (ii) the highest Target Annual Bonus applicable to you in any of the three years ending prior to the Change in Control Date. "REFERENCE SALARY" shall mean the greater of (i) the annual rate of your base salary from the Company and its subsidiaries in effect immediately prior to the date of your Involuntary Termination and (ii) the annual rate of your base salary from the Company in effect at any point during the three-year period ending on the Change in Control Date. "REGULATIONS" shall mean the proposed, temporary and final regulations under Section 280G of the Code or any successor provision thereto. "RESTRICTED UNITS" shall mean restricted Class B Units of limited partnership interests in the Investment Partnership granted pursuant to a Restricted Units Agreement. "TARGET ANNUAL BONUS" shall mean an amount equal to your base salary times your target incentive opportunity percentage under the Company's MBO Bonus and Profit Sharing Plans (or any successor plans, if any, then in effect). 8. NOTICE. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the Board of Directors, Adobe Systems Incorporated, 345 Park Avenue, San Jose, California 95110 - 2704, with a copy to the General Counsel of the Company, or to you at the address set forth on the first page of this Agreement or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt. 9. MISCELLANEOUS. (a) AMENDMENTS, WAIVERS, ETC. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in

writing. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement and this Agreement shall supersede all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to the subject matter hereof, including, without limitation, the prior Severance and Change of Control Agreement between you and the Company; PROVIDED, HOWEVER, that, except as expressly set forth herein, this Agreement shall not supersede the terms of Equity Awards or Restricted Units previously granted to you. (b) VALIDITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. (c) COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be

writing. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement and this Agreement shall supersede all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to the subject matter hereof, including, without limitation, the prior Severance and Change of Control Agreement between you and the Company; PROVIDED, HOWEVER, that, except as expressly set forth herein, this Agreement shall not supersede the terms of Equity Awards or Restricted Units previously granted to you. (b) VALIDITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. (c) COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. (d) NO CONTRACT OF EMPLOYMENT. Nothing in this Agreement shall be construed as giving you any right to be retained in the employ of the Company or shall affect the terms and conditions of your employment with the Company prior to the commencement of the Term hereof. (e) WITHHOLDING. Amounts paid to you hereunder shall be subject to all applicable federal, state and local withholding taxes. (f) SOURCE OF PAYMENTS. All payments provided under this Agreement, other than payments made pursuant to a plan which provides otherwise, shall be paid in cash from the general funds of the Company, and no special or separate fund shall be established, and no other segregation of assets made, to assure payment. To the extent that any person acquires a right to receive payments from the Company hereunder, such right shall be no greater than the right of an unsecured creditor of the Company. (g) HEADINGS. The headings contained in this Agreement are intended solely for convenience of reference and shall not affect the rights of the parties to this Agreement. (h) AMENDMENT. This Agreement may not be amended, modified or terminated except pursuant to a written instrument executed by both parties hereto. (i) GOVERNING LAW. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of California

applicable to contracts entered into and performed in such State. If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject. Sincerely, ADOBE SYSTEMS INCORPORATED By: Name: Title:
Agreed to as of this --day of , 1997 -------

--------------------------------[NAME]

applicable to contracts entered into and performed in such State. If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject. Sincerely, ADOBE SYSTEMS INCORPORATED By: Name: Title:
Agreed to as of this --day of , 1997 -------

--------------------------------[NAME]

ADOBE SYSTEMS INCORPORATED [PLATINUM VERSION] ________ ___, 1997 [Name] [Address] RETENTION AGREEMENT Dear _______: Adobe Systems Incorporated, a Delaware corporation (the "COMPANY"), considers it essential to the best interests of its stockholders to take reasonable steps to retain key management personnel. Further, the Board of Directors of the Company (the "BOARD") recognizes that the uncertainty and questions which might arise among management in the context of a change in control of the Company could result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. The Board has determined, therefore, that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the management of the Company and its subsidiaries, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from any possible change in control of the Company. In order to induce you to remain in the employ of the Company, the Company has determined to enter into this letter agreement (this "AGREEMENT") which addresses the terms and conditions of your employment in the event of a change in control of the Company. Capitalized words which are not otherwise defined herein shall have the meanings assigned to such words in Section 7 of this Agreement. 1. TERM OF EMPLOYMENT UNDER THE AGREEMENT. The term of your employment under this Agreement shall commence on the Change in Control Date and shall continue until the second anniversary of the Change in Control Date (the "TERM"). 2. EMPLOYMENT DURING THE TERM. During the Term, the following terms and conditions shall apply to your employment with the Company:

ADOBE SYSTEMS INCORPORATED [PLATINUM VERSION] ________ ___, 1997 [Name] [Address] RETENTION AGREEMENT Dear _______: Adobe Systems Incorporated, a Delaware corporation (the "COMPANY"), considers it essential to the best interests of its stockholders to take reasonable steps to retain key management personnel. Further, the Board of Directors of the Company (the "BOARD") recognizes that the uncertainty and questions which might arise among management in the context of a change in control of the Company could result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. The Board has determined, therefore, that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the management of the Company and its subsidiaries, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from any possible change in control of the Company. In order to induce you to remain in the employ of the Company, the Company has determined to enter into this letter agreement (this "AGREEMENT") which addresses the terms and conditions of your employment in the event of a change in control of the Company. Capitalized words which are not otherwise defined herein shall have the meanings assigned to such words in Section 7 of this Agreement. 1. TERM OF EMPLOYMENT UNDER THE AGREEMENT. The term of your employment under this Agreement shall commence on the Change in Control Date and shall continue until the second anniversary of the Change in Control Date (the "TERM"). 2. EMPLOYMENT DURING THE TERM. During the Term, the following terms and conditions shall apply to your employment with the Company:

2 (a) TITLES; REPORTING AND DUTIES. Your position, titles, nature and status of responsibilities and reporting obligations shall be no less favorable to you than those that you enjoyed immediately prior to the Change in Control Date. (b) SALARY AND BONUS. Your base salary and annual bonus opportunity may not be reduced, and your base salary shall be periodically reviewed and increased in the manner commensurate with increases awarded to other similarly situated executives of the Company. (c) INCENTIVE COMPENSATION. You shall be eligible to participate in each long-term incentive plan or arrangement established by the Company for its executive employees at your level of seniority in accordance with the terms and provisions of such plan or arrangement and at a level consistent with the Company's practices applicable to you prior to the Change in Control Date. (d) BENEFITS. You shall be eligible to participate in all pension, welfare and fringe benefit plans and arrangements that the Company provides to its executive employees in accordance with the terms of such plans and arrangements, which shall be no less favorable to you, in the aggregate, than the terms and provisions available to other executive employees of the Company. (e) LOCATION. You will continue to be employed at a business location in the same metropolitan area in which

2 (a) TITLES; REPORTING AND DUTIES. Your position, titles, nature and status of responsibilities and reporting obligations shall be no less favorable to you than those that you enjoyed immediately prior to the Change in Control Date. (b) SALARY AND BONUS. Your base salary and annual bonus opportunity may not be reduced, and your base salary shall be periodically reviewed and increased in the manner commensurate with increases awarded to other similarly situated executives of the Company. (c) INCENTIVE COMPENSATION. You shall be eligible to participate in each long-term incentive plan or arrangement established by the Company for its executive employees at your level of seniority in accordance with the terms and provisions of such plan or arrangement and at a level consistent with the Company's practices applicable to you prior to the Change in Control Date. (d) BENEFITS. You shall be eligible to participate in all pension, welfare and fringe benefit plans and arrangements that the Company provides to its executive employees in accordance with the terms of such plans and arrangements, which shall be no less favorable to you, in the aggregate, than the terms and provisions available to other executive employees of the Company. (e) LOCATION. You will continue to be employed at a business location in the same metropolitan area in which you were employed prior to the Change in Control Date and the amount of time that you are required to travel for business purposes will not be increased in any significant respect from the amount of business travel required of you prior to the Change in Control Date. 3. INVOLUNTARY TERMINATION DURING THE TERM. (a) CASH SEVERANCE PAYMENT. In the event of your Involuntary Termination during the Term, the Company shall pay you within five (5) days of the date of such Involuntary Termination the full amount of any earned but unpaid base salary through the Date of Termination at the rate in effect at the time of the Notice of Termination, plus a cash payment (calculated on the basis of your Reference Salary) for all unused vacation time which you may have accrued as of the Date of Termination. The Company shall also pay you within five (5) days of the Date of Termination a pro rata portion of the annual bonus for the year in which your Involuntary Termination occurs, calculated on the basis of your target bonus for that year and on the assumption that all performance targets have been or will be achieved. In addition, the Company shall pay you in a cash lump sum, within eight (8) days following the date of your execution of the release described in the last sentence of this Section 3(a) (or on the Date of Termination, if later), an amount (the "SEVERANCE PAYMENT") equal to the product

3 of (i) the sum of your Reference Salary and your Reference Bonus, multiplied by (ii) two (2) plus one twelfth (1/12th) for each of your completed years of service with the Company (not in excess of twelve (12)) (the number determined in accordance with this clause (ii) being hereinafter referred to as the "SEVERANCE MULTIPLE"). The Severance Payment shall be in lieu of any other cash severance payments which you are entitled to receive under any other severance pay plan or arrangement sponsored by the Company and its subsidiaries. (b) VESTING AND EXERCISE OF EQUITY AWARDS AND RESTRICTED UNITS. Notwithstanding anything to the contrary contained in an applicable Equity Award or Restricted Unit agreement, all Equity Awards granted to you under the Equity Plans (except performance share unit awards, which shall continue to be governed by their current terms) shall vest in full and become exercisable, and all Restricted Units granted to you under the Investment Partnership shall vest in full, on the Change in Control Date. Anything in this Agreement to the contrary notwithstanding, in no event shall the vesting and exercisability provisions applicable to you under the terms of your Equity Awards or Restricted Units be less favorable to you than the terms and provisions of such awards in effect on the date hereof. (c) BENEFITS CONTINUATION. In the event of your Involuntary Termination during the Term, you and your

3 of (i) the sum of your Reference Salary and your Reference Bonus, multiplied by (ii) two (2) plus one twelfth (1/12th) for each of your completed years of service with the Company (not in excess of twelve (12)) (the number determined in accordance with this clause (ii) being hereinafter referred to as the "SEVERANCE MULTIPLE"). The Severance Payment shall be in lieu of any other cash severance payments which you are entitled to receive under any other severance pay plan or arrangement sponsored by the Company and its subsidiaries. (b) VESTING AND EXERCISE OF EQUITY AWARDS AND RESTRICTED UNITS. Notwithstanding anything to the contrary contained in an applicable Equity Award or Restricted Unit agreement, all Equity Awards granted to you under the Equity Plans (except performance share unit awards, which shall continue to be governed by their current terms) shall vest in full and become exercisable, and all Restricted Units granted to you under the Investment Partnership shall vest in full, on the Change in Control Date. Anything in this Agreement to the contrary notwithstanding, in no event shall the vesting and exercisability provisions applicable to you under the terms of your Equity Awards or Restricted Units be less favorable to you than the terms and provisions of such awards in effect on the date hereof. (c) BENEFITS CONTINUATION. In the event of your Involuntary Termination during the Term, you and your eligible dependents shall continue to be eligible to participate during the Benefit Continuation Period (as hereinafter defined) in the medical, dental, health, life and other fringe benefit plans and arrangements applicable to you immediately prior to your Involuntary Termination on the same terms and conditions (including the level of your contributions) in effect for you and your dependents immediately prior to such Involuntary Termination. For purposes of the previous sentence, "BENEFIT CONTINUATION PERIOD" means the period beginning on the Date of Termination and continuing for a number of years (and fractions of years) equal to the Severance Multiple. (d) DATE AND NOTICE OF TERMINATION. Any termination of your employment by the Company or by you during the Term shall be communicated by a notice of termination to the other party hereto (the "NOTICE OF TERMINATION"). The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated. The date of your termination of employment with the Company and its subsidiaries (the "DATE OF TERMINATION") shall be determined as follows: (i) if your employment is terminated for Disability, thirty (30) days after a Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such thirty (30) day period), (ii) if your employment is terminated by the Company in an Involuntary Termination, five (5) days after the date the Notice of Termination is received by you and (iii) if your employment is terminated by the Company for Cause, the later of the date specified in the Notice of Termination or ten (10) days following the date such notice is received by you. The Date of Termination for a resignation of employment shall be

4 the date set forth in the applicable notice, which shall be no earlier than ten (10) days after the date such notice is received by the Company. (e) NO MITIGATION OR OFFSET. You shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned by you as the result of employment by another employer or by pension benefits paid by the Company or another employer after the Date of Termination or otherwise. 4. LIMITATION ON PAYMENTS. In the event that it is determined by the Accounting Firm that any amount payable to you under this Agreement, alone or when aggregated with any other amount payable or benefit provided to you pursuant to any other plan or arrangement of the Company, would constitute an "excess parachute payment" within the meaning of Section 280G of the Code, then the aggregate present value of all such payments and benefits shall be reduced to the amount, expressed as a present value, which, as determined by the Accounting Firm, maximizes the aggregate present value of the payments without causing any payment to be nondeductible by the Company under Section 280G of the Code.

4 the date set forth in the applicable notice, which shall be no earlier than ten (10) days after the date such notice is received by the Company. (e) NO MITIGATION OR OFFSET. You shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned by you as the result of employment by another employer or by pension benefits paid by the Company or another employer after the Date of Termination or otherwise. 4. LIMITATION ON PAYMENTS. In the event that it is determined by the Accounting Firm that any amount payable to you under this Agreement, alone or when aggregated with any other amount payable or benefit provided to you pursuant to any other plan or arrangement of the Company, would constitute an "excess parachute payment" within the meaning of Section 280G of the Code, then the aggregate present value of all such payments and benefits shall be reduced to the amount, expressed as a present value, which, as determined by the Accounting Firm, maximizes the aggregate present value of the payments without causing any payment to be nondeductible by the Company under Section 280G of the Code. 5. LEGAL FEES AND EXPENSES. The Company shall pay or reimburse you for all costs and expenses (including, without limitation, court costs and reasonable legal fees and expenses which reflect common practice with respect to the matters involved) incurred by you as a result of any claim, action or proceeding (i) arising out of your termination of employment during the Term, (ii) contesting, disputing or enforcing any right, benefits or obligations under this Agreement or (iii) arising out of or challenging the validity, advisability or enforceability of this Agreement or any provision thereof. The payments or reimbursements provided for herein shall be paid by the Company promptly (but in no event more than five (5) business days) following receipt of a written request for payment or reimbursement, as the case may be. 6. SUCCESSORS; BINDING AGREEMENT. (a) ASSUMPTION BY SUCCESSOR. The Company will 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 Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; PROVIDED, HOWEVER, that no such assumption shall relieve the Company of its obligations hereunder. As used in this Agreement, the "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

5 (b) ENFORCEABILITY; BENEFICIARIES. This Agreement shall be binding upon and inure to the benefit of you (and your personal representatives and heirs) and the Company and any organization which succeeds to substantially all of the business or assets of the Company, whether by means of merger, consolidation, acquisition of all or substantially all of the assets of the Company or otherwise, including, without limitation, as a result of a Change in Control or by operation of law. This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate. 7. DEFINITIONS. For purposes of this Agreement, the following capitalized words shall have the meanings set forth below: "ACCOUNTING FIRM" shall mean KPMG Peat Marwick LLP or, if such firm is unable or unwilling to perform such calculations, such other national accounting firm as shall be designated by agreement between you and the Company. "CAUSE" shall mean a termination of your employment during the Term which is a result of (i) your felony

5 (b) ENFORCEABILITY; BENEFICIARIES. This Agreement shall be binding upon and inure to the benefit of you (and your personal representatives and heirs) and the Company and any organization which succeeds to substantially all of the business or assets of the Company, whether by means of merger, consolidation, acquisition of all or substantially all of the assets of the Company or otherwise, including, without limitation, as a result of a Change in Control or by operation of law. This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate. 7. DEFINITIONS. For purposes of this Agreement, the following capitalized words shall have the meanings set forth below: "ACCOUNTING FIRM" shall mean KPMG Peat Marwick LLP or, if such firm is unable or unwilling to perform such calculations, such other national accounting firm as shall be designated by agreement between you and the Company. "CAUSE" shall mean a termination of your employment during the Term which is a result of (i) your felony conviction, (ii) your willful disclosure of material trade secrets or other material confidential information related to the business of the Company and its subsidiaries or (iii) your willful and continued failure substantially to perform your same duties with the Company as in existence prior to the Change in Control (other than any such failure resulting from your incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to you by the Board, which demand identifies the specific actions which the Board believes constitute willful and continued failure substantially to perform your duties, and which performance is not substantially corrected by you within ten (10) days of receipt of such demand. For purposes of the previous sentence, no act or failure to act on your part shall be deemed "willful" unless done, or omitted to be done, by you with willful malfeasance or gross negligence and without reasonable belief that your action or omission was not materially adverse to the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4ths) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in clause (i), (ii) or (iii) of the first sentence of this section and specifying the particulars thereof in detail.

6 "CHANGE IN CONTROL" shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement; PROVIDED, HOWEVER, that, anything in this Agreement to the contrary notwithstanding, a Change in Control shall be deemed to have occurred if: (i) any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity or person, or any syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange Act, is or becomes the "beneficial owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities entitled to vote in the election of directors of the Company; (ii) during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constituted the Board and any new directors, whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least three-fourths (3/4ths) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (the "INCUMBENT DIRECTORS"), cease for any reason to constitute a majority thereof;

6 "CHANGE IN CONTROL" shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement; PROVIDED, HOWEVER, that, anything in this Agreement to the contrary notwithstanding, a Change in Control shall be deemed to have occurred if: (i) any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity or person, or any syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange Act, is or becomes the "beneficial owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities entitled to vote in the election of directors of the Company; (ii) during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constituted the Board and any new directors, whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least three-fourths (3/4ths) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (the "INCUMBENT DIRECTORS"), cease for any reason to constitute a majority thereof; (iii) there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company or a subsidiary of the Company (a "TRANSACTION"), in each case with respect to which the stockholders of the Company immediately prior to such Transaction do not, immediately after the Transaction, own securities representing more than 50% of the combined voting power of the Company, a parent of the Company or other corporation resulting from such Transaction (counting, for this purpose, only those securities held by the Company's stockholders immediately after the Transaction that were received in exchange for, or represent their continuing ownership of, securities of the Company held by them immediately prior to the Transaction); (iv) all or substantially all of the assets of the Company are sold, liquidated or distributed; or (v) there is a "change in control" or a "change in the effective control" of the Company within the meaning of Section 280G of the Code and the Regulations.

7 "CHANGE IN CONTROL DATE" shall mean the date on which the Change in Control occurs. Notwithstanding the first sentence of this definition, if your employment with the Company terminates prior to the Change in Control Date and it is reasonably demonstrated that your termination of employment (i) was at the request of the third party who has taken steps reasonably calculated to effect the Change in Control or (ii) otherwise arose in connection with or in anticipation of the Change in Control, then "Change in Control Date" shall mean the date immediately prior to the date of your termination of employment. "CODE" shall mean the Internal Revenue Code of 1986, as amended, and any successor provisions thereto. "COMMON STOCK" shall mean the common stock of the Company. "DISABILITY" shall mean (i) your incapacity due to physical or mental illness which causes you to be absent from the full-time performance of your duties with the Company for six (6) consecutive months and (ii) your failure to return to full-time performance of your duties for the Company within thirty (30) days after written Notice of Termination due to Disability is given to you. Any question as to the existence of your Disability upon which you and the Company cannot agree shall be determined by a qualified independent physician selected by you (or, if you are unable to make such selection, such selection shall be made by any adult member of your immediate family), and approved by the Company. The determination of such physician made in writing to the Company and to you shall be final and conclusive for all purposes of this Agreement. "EQUITY AWARDS" shall mean options, restricted stock, bonus stock or other grants or awards which consist

7 "CHANGE IN CONTROL DATE" shall mean the date on which the Change in Control occurs. Notwithstanding the first sentence of this definition, if your employment with the Company terminates prior to the Change in Control Date and it is reasonably demonstrated that your termination of employment (i) was at the request of the third party who has taken steps reasonably calculated to effect the Change in Control or (ii) otherwise arose in connection with or in anticipation of the Change in Control, then "Change in Control Date" shall mean the date immediately prior to the date of your termination of employment. "CODE" shall mean the Internal Revenue Code of 1986, as amended, and any successor provisions thereto. "COMMON STOCK" shall mean the common stock of the Company. "DISABILITY" shall mean (i) your incapacity due to physical or mental illness which causes you to be absent from the full-time performance of your duties with the Company for six (6) consecutive months and (ii) your failure to return to full-time performance of your duties for the Company within thirty (30) days after written Notice of Termination due to Disability is given to you. Any question as to the existence of your Disability upon which you and the Company cannot agree shall be determined by a qualified independent physician selected by you (or, if you are unable to make such selection, such selection shall be made by any adult member of your immediate family), and approved by the Company. The determination of such physician made in writing to the Company and to you shall be final and conclusive for all purposes of this Agreement. "EQUITY AWARDS" shall mean options, restricted stock, bonus stock or other grants or awards which consist of, or relate to, equity securities of the Company and which have been granted to you under the Equity Plans. For purposes of this Agreement, Equity Awards shall also include any securities acquired upon the exercise of an option, warrant or similar right that constitutes an Equity Award. "EQUITY PLANS" shall mean the Adobe Systems Incorporated 1994 Stock Option Plan, the Adobe Systems Incorporated 1994 Performance and Restricted Stock Plan and any other equity-based incentive plan or arrangement adopted by the Company, but shall not include the Adobe Systems Incorporated 1997 Employee Stock Purchase Plan. "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended, and any successor provisions thereto. "INVESTMENT PARTNERSHIP" shall mean Adobe Incentive Partners, L.P.

8 "INVOLUNTARY TERMINATION" shall mean (i) your termination of employment by the Company and its subsidiaries during the Term other than for Cause, (ii) your resignation of employment with the Company and its subsidiaries during the Term for any reason or no reason or (iii) the termination of your employment by reason of Disability. "REFERENCE BONUS" shall mean the greater of (i) the Target Annual Bonus applicable to you for the year in which your Involuntary Termination occurs and (ii) the highest Target Annual Bonus applicable to you in any of the three years ending prior to the Change in Control Date. "REFERENCE SALARY" shall mean the greater of (i) the annual rate of your base salary from the Company and its subsidiaries in effect immediately prior to the date of your Involuntary Termination and (ii) the annual rate of your base salary from the Company in effect at any point during the three-year period ending on the Change in Control Date. "REGULATIONS" shall mean the proposed, temporary and final regulations under Section 280G of the Code or any successor provision thereto. "RESTRICTED UNITS" shall mean restricted Class B Units of limited partnership interests in the Investment Partnership granted pursuant to a Restricted Units Agreement.

8 "INVOLUNTARY TERMINATION" shall mean (i) your termination of employment by the Company and its subsidiaries during the Term other than for Cause, (ii) your resignation of employment with the Company and its subsidiaries during the Term for any reason or no reason or (iii) the termination of your employment by reason of Disability. "REFERENCE BONUS" shall mean the greater of (i) the Target Annual Bonus applicable to you for the year in which your Involuntary Termination occurs and (ii) the highest Target Annual Bonus applicable to you in any of the three years ending prior to the Change in Control Date. "REFERENCE SALARY" shall mean the greater of (i) the annual rate of your base salary from the Company and its subsidiaries in effect immediately prior to the date of your Involuntary Termination and (ii) the annual rate of your base salary from the Company in effect at any point during the three-year period ending on the Change in Control Date. "REGULATIONS" shall mean the proposed, temporary and final regulations under Section 280G of the Code or any successor provision thereto. "RESTRICTED UNITS" shall mean restricted Class B Units of limited partnership interests in the Investment Partnership granted pursuant to a Restricted Units Agreement. "TARGET ANNUAL BONUS" shall mean an amount equal to your base salary times your target incentive opportunity percentage under the Company's MBO Bonus and Profit Sharing Plans (or any successor plans, if any, then in effect). 8. NOTICE. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the Board of Directors, Adobe Systems Incorporated, 345 Park Avenue, San Jose, California 95110 - 2704, with a copy to the General Counsel of the Company, or to you at the address set forth on the first page of this Agreement or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt. 9. MISCELLANEOUS.

9 (a) AMENDMENTS, WAIVERS, ETC. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement and this Agreement shall supersede all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to the subject matter hereof, including, without limitation, the prior Severance and Change of Control Agreement between you and the Company; PROVIDED, HOWEVER, that, except as expressly set forth herein, this Agreement shall not supersede the terms of Equity Awards or Restricted Units previously granted to you. (b) VALIDITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. (c) COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. (d) NO CONTRACT OF EMPLOYMENT. Nothing in this Agreement shall be construed as giving you any right to be retained in the employ of the Company or shall affect the terms and conditions of your employment

9 (a) AMENDMENTS, WAIVERS, ETC. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement and this Agreement shall supersede all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to the subject matter hereof, including, without limitation, the prior Severance and Change of Control Agreement between you and the Company; PROVIDED, HOWEVER, that, except as expressly set forth herein, this Agreement shall not supersede the terms of Equity Awards or Restricted Units previously granted to you. (b) VALIDITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. (c) COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. (d) NO CONTRACT OF EMPLOYMENT. Nothing in this Agreement shall be construed as giving you any right to be retained in the employ of the Company or shall affect the terms and conditions of your employment with the Company prior to the commencement of the Term hereof. (e) WITHHOLDING. Amounts paid to you hereunder shall be subject to all applicable federal, state and local withholding taxes. (f) SOURCE OF PAYMENTS. All payments provided under this Agreement, other than payments made pursuant to a plan which provides otherwise, shall be paid in cash from the general funds of the Company, and no special or separate fund shall be established, and no other segregation of assets made, to assure payment. To the extent that any person acquires a right to receive payments from the Company hereunder, such right shall be no greater than the right of an unsecured creditor of the Company. (g) HEADINGS. The headings contained in this Agreement are intended solely for convenience of reference and shall not affect the rights of the parties to this Agreement.

10 (h) AMENDMENT. This Agreement may not be amended, modified or terminated except pursuant to a written instrument executed by both parties hereto. (i) GOVERNING LAW. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of California applicable to contracts entered into and performed in such State. If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject. Sincerely, ADOBE SYSTEMS INCORPORATED By: Name:

Title:

10 (h) AMENDMENT. This Agreement may not be amended, modified or terminated except pursuant to a written instrument executed by both parties hereto. (i) GOVERNING LAW. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of California applicable to contracts entered into and performed in such State. If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject. Sincerely, ADOBE SYSTEMS INCORPORATED By: Name:

Title:
Agreed to as of this ------------------------------day of ------, 1997

[NAME]

ADOBE SYSTEMS INCORPORATED EXHIBIT 11 COMPUTATION OF EARNINGS PER COMMON SHARE (IN THOUSANDS, EXCEPT PER SHARE DATA)
YEARS ENDED ------------------------------NOVEMBER 28 NOVEMBER 29 DEC 1997 1996 ------------ ------------ --$ 186,837 $ 153,277 $ ------------ ------------ -------------- ------------ --72,077 2,055 -----------74,132 ----------------------72,077 2,166 -----------74,243 ----------------------$ 2.52 ----------------------72,557 2,507 -----------75,064 ----------------------72,557 2,670 -----------75,227 ----------------------$ 2.04 -----------------------

Net income..............................................................

Primary shares outstanding: Weighted average shares outstanding during the year................... Common stock equivalent shares........................................

-------

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

------$ -----

Primary net income per common stock and common stock equivalent share...

Fully diluted net income per common stock and common stock equivalent

ADOBE SYSTEMS INCORPORATED EXHIBIT 11 COMPUTATION OF EARNINGS PER COMMON SHARE (IN THOUSANDS, EXCEPT PER SHARE DATA)
YEARS ENDED ------------------------------NOVEMBER 28 NOVEMBER 29 DEC 1997 1996 ------------ ------------ --$ 186,837 $ 153,277 $ ------------ ------------ -------------- ------------ --72,077 2,055 -----------74,132 ----------------------72,077 2,166 -----------74,243 ----------------------$ 2.52 ----------------------$ 2.52 ----------------------72,557 2,507 -----------75,064 ----------------------72,557 2,670 -----------75,227 ----------------------$ 2.04 ----------------------$ 2.04 -----------------------

Net income..............................................................

Primary shares outstanding: Weighted average shares outstanding during the year................... Common stock equivalent shares........................................

-------

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

------$ ----$ -----

Primary net income per common stock and common stock equivalent share...

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

70

ADOBE SYSTEMS INCORPORATED EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT
SUBSIDIARY LEGAL NAME -------------------------------------------------------The Americas: Adobe Systems FSC, Inc................................ Adobe Enterprise Publishing Services, Inc............. OCR Systems, Inc...................................... Frame International, Inc.............................. Frame Canada Limited.................................. Mastersoft Corporation................................ Sandcastle, Inc....................................... Visualware Incorporated............................... Europe: Adobe Adobe Adobe Adobe Adobe Adobe Adobe Adobe Adobe Adobe JURISDICTION OF INCORPORATION ----------------------------------------------Territory of Guam Michigan Pennsylvania Delaware Canada Arizona California California

Systems Systems Systems Systems Systems Systems Systems Systems Systems Systems

Europe Ltd.............................. Direct Ltd.............................. Nordic AB............................... Benelux BV.............................. GmbH.................................... Software AG............................. France SARL............................. Italia SRL.............................. Informatica............................. U.K., Ltd...............................

United Kingdom United Kingdom Sweden The Netherlands Federal Republic of Germany Switzerland France Italy Spain United Kingdom

ADOBE SYSTEMS INCORPORATED EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT
SUBSIDIARY LEGAL NAME -------------------------------------------------------The Americas: Adobe Systems FSC, Inc................................ Adobe Enterprise Publishing Services, Inc............. OCR Systems, Inc...................................... Frame International, Inc.............................. Frame Canada Limited.................................. Mastersoft Corporation................................ Sandcastle, Inc....................................... Visualware Incorporated............................... Europe: Adobe Adobe Adobe Adobe Adobe Adobe Adobe Adobe Adobe Adobe Aldus Frame Frame Frame JURISDICTION OF INCORPORATION ----------------------------------------------Territory of Guam Michigan Pennsylvania Delaware Canada Arizona California California

Systems Europe Ltd.............................. Systems Direct Ltd.............................. Systems Nordic AB............................... Systems Benelux BV.............................. Systems GmbH.................................... Systems Software AG............................. Systems France SARL............................. Systems Italia SRL.............................. Systems Informatica............................. Systems U.K., Ltd............................... Ireland......................................... International Limited........................... International Limited........................... Technology GmbH.................................

United Kingdom United Kingdom Sweden The Netherlands Federal Republic of Germany Switzerland France Italy Spain United Kingdom Ireland Ireland United Kingdom Federal Republic of Germany

Japan: Adobe Systems Company Ltd............................. Adobe Systems Japan, Inc.............................. Asia, Pacific, and Latin America: Adobe Australia Pty. Ltd.............................. Adobe Systems India Pvt. Ltd.......................... Adobe Systems Korea Ltd............................... Adobe Systems Pte. Pty................................

Japan California

Australia India Korea Singapore

All subsidiaries of the registrant are wholly owned and do business under their legal names.

ADOBE SYSTEMS INCORPORATED EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS To the Board of Directors and Stockholders of Adobe Systems Incorporated: We consent to the incorporation by reference in the Registration Statements (No. 33-10753, No. 33-18986, No. 33-23171, No. 33-30976, No. 33-36501, No. 33-38387, No. 33-48210, No. 33-63518, No. 3378506, No. 33-83030, No. 33-83502, No. 33-83504, No. 33-84396, No. 33-86482, No. 33-59335, No. 33-63849, No. 33-63851, No. 333-28195, No. 333-28203, and No. 333-28207) on FORM S-8 of Adobe Systems Incorporated of our report dated December 16, 1997, relating to the consolidated balance sheets of Adobe Systems Incorporated and subsidiaries as of November 28, 1997 and November 29, 1996, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the years in the threeyear period ended November 28, 1997, and related schedule appearing on page 42 of this FORM 10-K.

ADOBE SYSTEMS INCORPORATED EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS To the Board of Directors and Stockholders of Adobe Systems Incorporated: We consent to the incorporation by reference in the Registration Statements (No. 33-10753, No. 33-18986, No. 33-23171, No. 33-30976, No. 33-36501, No. 33-38387, No. 33-48210, No. 33-63518, No. 3378506, No. 33-83030, No. 33-83502, No. 33-83504, No. 33-84396, No. 33-86482, No. 33-59335, No. 33-63849, No. 33-63851, No. 333-28195, No. 333-28203, and No. 333-28207) on FORM S-8 of Adobe Systems Incorporated of our report dated December 16, 1997, relating to the consolidated balance sheets of Adobe Systems Incorporated and subsidiaries as of November 28, 1997 and November 29, 1996, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the years in the threeyear period ended November 28, 1997, and related schedule appearing on page 42 of this FORM 10-K. KPMG Peat Marwick LLP San Jose, California February 17, 1998

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AT NOVEMBER 28, 1997 AND THE CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED NOVEMBER 28, 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

YEAR NOV 28 1997 NOV 30 1996 NOV 28 1997 267,576 235,380 134,608 (3,634) 0 678,946 187,485 (106,507) 940,071 224,647 0 0 0 7 715,417 940,071 196,230 911,894 126,271 126,271 555,307 (440) 0 296,090 109,253 186,837 0 0 0 186,837

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AT NOVEMBER 28, 1997 AND THE CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED NOVEMBER 28, 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

YEAR NOV 28 1997 NOV 30 1996 NOV 28 1997 267,576 235,380 134,608 (3,634) 0 678,946 187,485 (106,507) 940,071 224,647 0 0 0 7 715,417 940,071 196,230 911,894 126,271 126,271 555,307 (440) 0 296,090 109,253 186,837 0 0 0 186,837 2.52 2.52


								
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