ADOBE SYSTEMS INCORPORATED NONSTATUTORY STOCK OPTION AGREEMENT (DIRECTOR)
Exhibit
10.60
ADOBE
SYSTEMS INCORPORATED
(DIRECTOR)
THIS
NONSTATUTORY STOCK OPTION AGREEMENT (the “Option
Agreement”) is
made and entered into as of the Date of Option Grant by and between Adobe
Systems Incorporated and
%%FIRST_NAME%-%
%%LAST_NAME%-% (the
“Participant”). The Company
has granted to the Participant pursuant to the Adobe Systems Incorporated 2003
Equity Incentive Plan (the “Plan”) an option to purchase
certain shares of Stock (the “Option”),
upon the terms and conditions set forth in this Option Agreement.
1. Definitions
and Construction.
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1.1
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Definitions. Whenever
used herein, the following terms shall have their respective meanings set
forth below:
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(a)
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“Date of
Option Grant” means
%%OPTION_DATE,’Month DD, YYYY’%-%.
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(b)
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“Number of
Option Shares” means
%%TOTAL_SHARES_GRANTED%-% shares of Stock, as adjusted from time to time
pursuant to Section 10.
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(c)
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“Exercise
Price”
means $%%OPTION_PRICE%-% per share of Stock, as adjusted from time to
time pursuant to Section 10.
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(d)
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“Initial
Vesting Date” means the day
immediately preceding the day of the first annual meeting of the
stockholders of the Company (each such meeting, an “Annual Meeting”)
following the Date of Option Grant.
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(e)
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“Vested
Shares”
means, on any relevant date, that portion (disregarding any fractional
share) of the Number of Option Shares determined by multiplying the Number
of Option Shares by the “Vested
Percentage” determined as of such
date as follows:
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Vested
Percentage
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Prior
to Initial Vesting Date
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— | |||
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On
Initial Vesting Date, provided the Participant’s Service has not
terminated prior to such date.
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25 | % | ||
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Plus:
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On
each subsequent anniversary of the Initial Vesting Date, until the Vested
Percentage equals 100%, provided the Particpant’s Service has not
terminated prior to such date.
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25 | % | ||
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(f)
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“Affiliate” means (i) an
entity, other than a Parent Corporation, that directly, or indirectly
through one or more intermediary entities, controls the Company or
(ii) an entity, other than a Subsidiary Corporation, that is
controlled by the Company directly, or indirectly through one or more
intermediary entities. For this purpose, the term “control”
(including the term “controlled by”) means the possession, direct or
indirect, of the power to direct or cause the direction of the management
and policies of the relevant entity, whether through the ownership of
voting securities, by contract or otherwise; or shall have such other
meaning
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assigned
such term for the purposes of registration in the United States (“U.S.”) on Form
S-8 under the Securities Act.
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(g)
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“Board” means the Board of
Directors of the Company.
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(h)
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“Code” means the U.S.
Internal Revenue Code of 1986, as amended, and any applicable regulations
promulgated thereunder.
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(i)
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“Committee” means the Executive
Compensation Committee or other committee of the Board duly appointed to
administer the Plan in respect of Directors and having such powers as
shall be specified by the Board. If no committee of the Board
has been appointed to administer the Plan, the Board shall exercise all of
the powers of the Committee granted herein, and, in any event, the Board
may in its discretion exercise any or all of such
powers.
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(j)
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“Company” means Adobe Systems
Incorporated, a Delaware corporation, or any successor corporation
thereto.
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(k)
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“Disability” means the permanent
and total disability of the Participant within the meaning of Section
22(e)(3) of the Code.
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(l)
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“Exchange
Act” means
the U.S. Securities Exchange Act of 1934, as
amended.
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(m)
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“Fair Market
Value”
means, as of any date, the value of a share of Stock or other property as
determined by the Committee, in its discretion, or by the Company, in its
discretion, if such determination is expressly allocated to the Company
herein, subject to the following:
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(i)
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If,
on such date, the Stock is listed on a national or regional securities
exchange or market system, the Fair Market Value of a share of Stock shall
be the closing price of a share of Stock (or the mean of the closing bid
and asked prices of a share of Stock if the Stock is so quoted instead) as
quoted on the Nasdaq Global Select Market, the Nasdaq SmallCap Market or
such other national or regional securities exchange or market system
constituting the primary market for the Stock, as reported on ▇▇▇.▇▇▇▇▇▇.▇▇▇ or such
other source as the Company deems reliable. If the relevant
date does not fall on a day on which the Stock has traded on such
securities exchange or market system, the date on which the Fair Market
Value shall be established shall be the last day on which the Stock was so
traded prior to the relevant date, or such other appropriate day as shall
be determined by the Committee, in its
discretion.
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If, on
such date, the Stock is not listed on a national or regional securities exchange
or market system, the Fair Market Value of a share of Stock shall be as
determined by the Committee in good faith without regard to any restriction
other than a restriction which, by its terms, will never lapse.
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(n)
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“Officer”
means any person designated by the Board as an officer of the
Company.
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(o)
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“Option
Expiration Date” means the date ten
(10) years after the Date of Option
Grant.
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2
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(p)
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“Parent
Corporation” means any present or
future “parent corporation” of the Company, as defined in
Section 424(e) of the Code.
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(q)
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“Participating
Company”
means the Company or any Parent Corporation, Subsidiary Corporation or
Affiliate.
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(r)
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“Participating
Company Group” means, at any point
in time, all corporations collectively which are then Participating
Companies.
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(s)
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“Securities
Act” means
the U.S. Securities Act of 1933, as
amended.
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(t)
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“Service” means the
Participant’s service with the Participating Company Group as a
Director. The Participant’s Service shall be deemed to have
terminated if the Participant ceases to render Service to the
Participating Company Group in such capacity. However, the
Participant’s Service shall not be deemed to have terminated merely
because of a change in the Participating Company for which the Participant
renders Service in such initial capacity, provided that there is no
interruption or termination of the Participant’s
Service. Furthermore, the Participant’s Service with the
Participating Company Group shall not be deemed to have terminated if the
Participant takes any bona fide leave of absence approved by the Company
of ninety (90) days or less. In the event of a leave in excess
of ninety (90) days, the Participant’s Service shall be deemed to
terminate on the ninety-first (91st) day of the leave unless the
Participant’s right to return to Service with the Participating Company
Group is guaranteed by statute or contract. Notwithstanding the
foregoing, unless otherwise designated by the Company or required by law,
a leave of absence shall not be treated as Service for purposes of
determining vesting under the Participant’s Option
Agreement. The Participant’s Service shall be deemed to have
terminated either upon an actual termination of Service or upon the
corporation for which the Participant performs Service ceasing to be a
Participating Company. Subject to the foregoing, the Company,
in its discretion, shall determine whether the Participant’s Service has
terminated and the effective date of such
termination.
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(u)
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“Stock” means the common
stock of the Company, as adjusted from time to time in accordance with
Section 10.
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(v)
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“Subsidiary
Corporation” means any present or
future “subsidiary corporation” of the Company, as defined in
Section 424(f) of the Code.
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1.2
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Construction. Captions
and titles contained herein are for convenience only and shall not affect
the meaning or interpretation of any provision of this Option
Agreement. Except when otherwise indicated by the context, the
singular shall include the plural and the plural shall include the
singular. Use of the term “or” is not intended to be exclusive,
unless the context clearly requires
otherwise.
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2. Tax
Status of Option.
This
Option is intended to be a nonstatutory stock option and shall not be treated as
an incentive stock option within the meaning of Section 422(b) of the
Code.
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3. Administration.
All
questions of interpretation concerning this Option Agreement shall be determined
by the Committee. All determinations by the Committee shall be final
and binding upon all persons having an interest in the Option. Any
Officer shall have the authority to act on behalf of the Company with respect to
any matter, right, obligation, or election which is the responsibility of or
which is allocated to the Company herein, provided the Officer has apparent
authority with respect to such matter, right, obligation, or
election.
4. Exercise
of the Option.
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4.1
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Right to Exercise. Except
as otherwise provided herein, the Option shall be exercisable on and after
the Initial Vesting Date and prior to the termination of the Option (as
provided in Section 7) in an amount not to exceed the number of
Vested Shares less the number of shares previously acquired upon exercise
of the Option. In no event shall the Option be exercisable for
more shares than the Number of Option
Shares.
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4.2
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Method of Exercise. Exercise
of the Option shall be by means of electronic notice in a form authorized
by the Company, which shall be digitally signed or authenticated by the
Participant in such manner as required by the notice and transmitted to
the Equity Compensation Department of the Company or other authorized
representative of the Company (including a third-party administrator
designated by the Company). In the event that the Participant
is not authorized or is unable to provide electronic notice of exercise,
the Option shall be exercised by written notice to the Company, which
shall be signed by the Participant and delivered in person, by certified
or registered mail, return receipt requested, by confirmed facsimile
transmission, or by such other means as the Company may permit, to the
Equity Compensation Department of the Company, or other authorized
representative of the Company (including a third-party administrator
designated by the Company). Each such notice, whether
electronic or written, must state the Participant’s election to exercise
the Option, the number of whole shares of Stock for which the Option is
being exercised and such other representations and agreements as to the
Participant’s investment intent with respect to such shares as may be
required pursuant to the provisions of this Option
Agreement. Further, each such notice must be received by the
Company prior to the termination of the Option as set forth in
Section 7 and must be accompanied by full payment of the aggregate
Exercise Price for the number of shares of Stock being
purchased. The Option shall be deemed to be exercised upon
receipt by the Company of such electronic or written notice and the
aggregate Exercise Price.
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4.3
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Payment
of Exercise Price.
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(a)
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Forms of Consideration
Authorized. Except as otherwise provided below, payment
of the aggregate Exercise Price for the number of shares of Stock for
which the Option is being exercised shall be made (i) in cash, by check or
by cash equivalent or (ii) by means of a Cashless Exercise, as defined in
Section 4.3(b).
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(b)
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Cashless
Exercise. A “Cashless
Exercise”
means the delivery of a properly executed notice of exercise together with
irrevocable instructions to a broker in a form acceptable to the Company
providing for the assignment to the Company of the proceeds of a sale or
loan with respect to some or all of the shares being acquired upon the
exercise of the Option pursuant to a program or procedure approved by the
Company (including, without limitation, through an exercise complying with
the provisions of Regulation T as promulgated from time to time by
the Board of Governors of the Federal Reserve System). The
Company reserves, at any and all times, the right, in the Company’s sole
and absolute
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discretion,
to establish, decline to approve or terminate any such program or procedure,
including with respect to the Participant notwithstanding that such program or
procedures may be available to others.
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4.4
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Tax Withholding. Regardless
of any action taken by the Participating Company Group with respect to any
or all income tax, social insurance, payroll tax, payment on account or
other tax-related withholding (“Tax-Related
Items”),
the Participant acknowledges that the ultimate liability for all
Tax-Related Items legally due by the Participant is and remains the
Participant’s responsibility and that the Participating Company Group
(i) makes no representations or undertakings regarding the treatment
of any Tax-Related Items in connection with any aspect of the Option,
including the grant, vesting or exercise of the Option, the subsequent
sale of shares acquired pursuant to such exercise, or the receipt of any
dividends and (ii) does not commit to structure the terms of the grant or
any other aspect of the Option to reduce or eliminate the Participant’s
liability for Tax-Related Items. At the time of exercise of the
Option, the Participant shall pay or make adequate arrangements
satisfactory to the Participating Company Group to satisfy all withholding
obligations of the Participating Company Group. In this regard,
at the time the Option is exercised, in whole or in part, or at any other
time as reasonably requested by the Company, the Participant hereby
authorizes withholding of all applicable Tax-Related Items from payroll
and any other amounts payable to the Participant, and otherwise agrees to
make adequate provision for withholding of all applicable Tax Related
Items by the Participating Company Group, if any, which arise in
connection with the Option. Alternatively, or in addition, if
permissible under applicable law, the Participating Company Group may (i)
sell or arrange for the sale of shares acquired by the Participant to meet
the withholding obligation of Tax-Related Items and/or (ii) withhold in
shares, provided that only the amount of shares necessary to satisfy the
minimum withholding amount are withheld. Finally, the
Participant shall pay to the Participating Company Group any amount of the
Tax-Related Items that the Participating Company Group may be required to
withhold as a result of the Participant’s participation in the Plan that
cannot be satisfied by the means previously described. The
Company shall have no obligation to process the exercise of the Option or
to deliver shares of Stock until the obligations in connection with the
Tax-Related Items as described in this section have been satisfied by the
Participant.
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4.5
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Beneficial Ownership of Shares;
Certificate Registration. The
Participant hereby authorizes the Company, in its sole discretion, to
deposit for the benefit of the Participant with any broker with which the
Participant has an account relationship of which the Company has notice
any or all shares acquired by the Participant pursuant to the exercise of
the Option. Except as provided by the preceding sentence, a
certificate for the shares as to which the Option is exercised shall be
registered in the name of the Participant, or, if applicable, in the names
of the heirs of the Participant.
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4.6
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Restrictions on Grant of the
Option and Issuance of Shares. The
grant of the Option and the issuance of shares of Stock upon exercise of
the Option shall be subject to compliance with all applicable requirements
of federal, state or foreign law with respect to such
securities. The Option may not be exercised if the issuance of
shares of Stock upon exercise would constitute a violation of any
applicable federal, state or foreign securities laws or other law or
regulations or the requirements of any stock exchange or market system
upon which the Stock may then be listed. In addition, the
Option may not be exercised unless (i) a registration statement under
the Securities Act shall at the time of exercise of the Option be in
effect with respect to the shares issuable upon exercise of the Option or
(ii) in the opinion of legal counsel to the Company, the shares
issuable upon exercise of the Option may be issued in accordance with the
terms of an applicable exemption from the registration requirements of the
Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION
MAY NOT BE EXERCISED
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UNLESS THE
FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE PARTICIPANT MAY
NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS
VESTED. The inability of the Company to obtain from any regulatory
body having jurisdiction the authority, if any, deemed by the Company’s legal
counsel to be necessary to the lawful issuance and sale of any shares subject to
the Option shall relieve the Company of any liability in respect of the failure
to issue or sell such shares as to which such requisite authority shall not have
been obtained. As a condition to the exercise of the Option, the
Company may require the Participant to satisfy any qualifications that may be
necessary or appropriate, to evidence compliance with any applicable law or
regulation and to make any representation or warranty with respect thereto as
may be requested by the Company.
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4.7
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Fractional Shares. The
Company shall not be required to issue fractional shares upon the exercise
of the Option.
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5. Nontransferability
of the Option.
The Option
may be exercised during the lifetime of the Participant only by the Participant
or the Participant’s guardian or legal representative and may not be assigned or
transferred in any manner except by will or by the laws of descent and
distribution. Following the death of the Participant, the Option, to
the extent provided in Section 8, may be exercised by the Participant’s
legal representative or by any person empowered to do so under the deceased
Participant’s will or under the then applicable laws of descent and
distribution.
6. Nature of
Option.
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In
accepting the Option, the Participant acknowledges that:
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6.1
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the
Plan is established voluntarily by the Company; it is discretionary in
nature and it may be modified, amended, suspended or terminated by the
Company at any time, unless otherwise provided in the Plan and this Option
Agreement;
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6.2
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the
grant of the Option is voluntary and occasional and does not create any
contractual or other right to receive future grants of Options, or
benefits in lieu of Options, even if Options have been granted repeatedly
in the past;
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6.3
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all
decisions with respect to future Option grants, if any, will be at the
sole discretion of the Company;
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6.4
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the
Participant’s participation in the Plan shall not create a right to
employment or further service with the Participating Company Group and
shall not interfere with any ability of the Participating Company Group to
terminate the Participant’s relationship with the Company at any time with
or without cause;
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6.5
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the
Participant is voluntarily participating in the Plan;
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6.6
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the
Option is not part of normal or expected compensation or salary for any
purpose, including, but not limited to, calculating any severance,
resignation, termination, redundancy, end-of-service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments;
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6.7
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in
the event that the Participant is not an employee of the Company, the
Option grant will not be interpreted to form an employment contract or
relationship with the Company; and furthermore, the Option grant will not
be interpreted to form an employment contract with the other members of
the Participating Company
Group;
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6.8
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the
future value of the underlying shares is unknown and cannot be predicted
with certainty;
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6.9
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if
the underlying shares do not increase in value, the Option will have no
value;
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6.10
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if
the Participant exercises the Option and obtains shares, the value of
those shares acquired upon exercise may increase or decrease in value,
even below the Option price; and
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6.11
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in
consideration of the grant of the Option, no claim or entitlement to
compensation or damages arises from termination of the Option or
diminution in value of the Option or shares purchased through exercise of
the Option resulting from termination of the Participant’s Service with
the Participating Company Group (for any reason whether or not in breach
of applicable labor laws) and the Participant irrevocably releases the
Participating Company Group from any such claim that may
arise. If, notwithstanding the foregoing, any such claim is
found by a court of competent jurisdiction to have arisen then, by signing
this Option Agreement, Participant shall be deemed irrevocably to have
waived his or her entitlement to pursue such a
claim.
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7. Termination
of the Option.
The Option
shall terminate and may no longer be exercised after the first to occur of
(a) the Option Expiration Date, (b) the last date for exercising the
Option following termination of the Participant’s Service as described in
Section 8, or (c) a Change of Control to the extent provided in
Section 9.
8. Effect
of Termination of Service.
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8.1
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Option
Exercisability.
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(a)
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Disability. If
the Participant’s Service terminates because of the Disability of the
Participant, then the Option, to the extent unexercised and exercisable on
the date on which the Participant’s Service terminated, may be exercised
by the Participant (or the Participant’s guardian or legal representative)
at any time prior to the expiration of twelve (12) months after the date
on which the Participant’s Service terminated, but in any event no later
than the Option Expiration Date.
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(b)
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Death. If the
Participant’s Service terminates because of the death of the Participant,
then the Option, to the extent unexercised and exercisable on the date on
which the Participant’s Service terminated, may be exercised by the
Participant’s legal representative or other person who acquired the right
to exercise the Option by reason of the Participant’s death at any time
prior to the expiration of twelve (12) months after the date on which the
Participant’s Service terminated, but in any event no later than the
Option Expiration Date. The Participant’s Service shall be
deemed to have terminated on account of death if the Participant dies
within three (3) months after the Participant’s termination of
Service.
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(c)
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Other Termination of
Service. If the Participant’s Service terminates for any
reason, except Disability, or death, the Option, to the extent unexercised
and exercisable by the Participant on the date on which the Participant’s
Service terminated, may be exercised by the Participant at any time prior
to the expiration of three (3) months (or such other longer period of time
as determined
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by the
Committee, in its discretion) after the date on which the Participant’s Service
terminated, but in any event no later than the Option Expiration
Date.
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8.2
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Extension if Exercise Prevented
by Law.
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Notwithstanding
the foregoing, if the exercise of the Option within the applicable time periods
set forth in Section 8.1 is prevented by the provisions of
Section 4.6, the Option shall remain exercisable until three (3) months
after the date the Participant is notified by the Company that the Option is
exercisable, but in any event no later than the Option Expiration
Date.
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8.3
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Extension if Participant
Subject to Section 16(b).
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Notwithstanding
the foregoing, if a sale within the applicable time periods set forth in
Section 8.1 of shares acquired upon the exercise of the Option would
subject the Participant to suit under Section 16(b) of the Exchange Act,
the Option shall remain exercisable until the earliest to occur of (i) the
tenth (10th) day following the date on which a sale of such shares by the
Participant would no longer be subject to such suit, (ii) the one hundred
and ninetieth (190th) day after the Participant’s termination of Service, or
(iii) the Option Expiration Date.
9. Change
of Control.
In the
event of a Change of Control, any unexercised and/or unvested portions of this
Option shall become immediately exercisable and vested in full as of immediately
prior to the effective date of the Change of Control, subject to the
consummation of the Change in Control.
10. Adjustments
for Changes in Capital Structure.
In the
event of any change in the Stock through merger, consolidation, reorganization,
reincorporation, recapitalization, reclassification, stock dividend, stock
split, reverse stock split, split-up, split-off, spin-off, combination of
shares, exchange of shares or similar change in the capital structure of the
Company, or in the event of payment of a dividend or distribution to the
stockholders of the Company in a form other than Stock (excepting normal cash
dividends) that has a material effect on the Fair Market Value of shares of
Stock, appropriate adjustments shall be made in the number, Exercise Price and
class of shares subject to the Option. If a majority of the shares
which are of the same class as the shares that are subject to the Option are
exchanged for, converted into, or otherwise become (whether or not pursuant to
an Ownership Change Event) shares of another corporation (the “New
Shares”), the
Committee may unilaterally amend the Option to provide that the Option is
exercisable for New Shares. In the event of any such amendment, the
Number of Option Shares and the Exercise Price shall be adjusted in a fair and
equitable manner, as determined by the Committee, in its
discretion. Notwithstanding the foregoing, any fractional share
resulting from an adjustment pursuant to this Section 10 shall be rounded
down to the nearest whole number, and in no event may the Exercise Price be
decreased to an amount less than the par value, if any, of the stock subject to
the Option. The adjustments determined by the Committee pursuant to this
Section 10 shall be final, binding and conclusive.
11. Rights
as a Stockholder; Rights to Continue Service.
The
Participant shall have no rights as a stockholder with respect to any shares
covered by the Option until the date of the issuance of the shares for which the
Option has been exercised (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the
Company). No adjustment shall be made for dividends, distributions or
other rights for which the record date is prior to the date such shares are
issued, except as provided in Section 10. Nothing in this
Option Agreement shall confer upon the Participant any right to
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continue
in the Service of a Participating Company or interfere in any way with any right
of the Participating Company Group to terminate the Participant’s Service at any
time.
12. Miscellaneous
Provisions.
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12.1
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Designation of
Beneficiary. Subject to local laws and procedures, the
Participant may file with the Company a written designation of a
beneficiary who, in the event of the death of the Participant, shall
thereafter be entitled to exercise the Option to the extent that it
remains exercisable in accordance with this Option
Agreement. Each designation will revoke all prior designations
by the Participant, shall be in a form prescribed by the Company, and
shall be effective only when filed by the Participant in writing with the
Company during the Participant’s lifetime. If the Participant
is married and designates a beneficiary other than the Participant’s
spouse, the effectiveness of such designation may be subject to the
consent of the Participant’s spouse. If the Participant dies
without an effective designation of a beneficiary who is living at the
time of the Participant’s death, the Option may be exercised by the
Participant’s legal representative to the extent that it remains
exercisable in accordance with this Option Agreement. If the
designated beneficiary survives the Participant but dies before exercising
the Option to the full extent that it remains exercisable in accordance
with this Option Agreement, then the Option shall be exercisable by the
legal representative of such deceased designated beneficiary to the extent
that it remains exercisable in accordance with this Option
Agreement. The determination of the Company as to which person,
if any, qualifies as a designated beneficiary shall be final, conclusive
and binding on all persons.
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12.2
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Binding
Effect. This Option Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs,
executors, administrators, successors and
assigns.
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12.3
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Termination or
Amendment. The Committee may terminate or amend the Plan
or the Option at any time; provided, however, that except as provided in
connection with a Change of Control, no such termination or amendment may
adversely affect the Option or any unexercised portion hereof without the
consent of the Participant unless such termination or amendment is
necessary to comply with any applicable law or government
regulation. No amendment or addition to this Option Agreement
shall be effective unless in
writing.
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12.4
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Delivery of Documents and
Notices. Any document relating to participating in the
Plan and/or notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given (except to the extent that
this Option Agreement provides for effectiveness only upon actual receipt
of such notice) upon personal delivery, electronic delivery, or upon
deposit in the U.S. Post Office or foreign postal service, by registered
or certified mail, with postage and fees prepaid, addressed to the other
party at the e-mail address, if any, provided for the Participant by a
Participating Company or at the address shown below that party’s signature
to this Option Agreement or at such other address as such party may
designate in writing from time to time to the other
party.
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(a)
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Description of Electronic
Delivery. The
Plan documents, which may include but do not necessarily include: the Plan
Prospectus, this Option Agreement and U.S. financial reports of the
Company, may be delivered to the Participant electronically. In
addition, the Participant may deliver electronically the notice called for
by Section 4.2 (the “Notice of Exercise”) to the Company or to such third
party involved in administering the Plan as the Company may designate from
time to time. Such means of delivery may include but do not
necessarily include the delivery of a link to a Company intranet or the
internet site of a third party involved in administering the Plan, the
delivery of the document via e-mail or such other delivery determined at
the Committee’s discretion.
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(b)
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Consent to Electronic
Delivery. The Participant acknowledges that the
Participant has read Section 12.4 of this Option Agreement and consents to
the electronic delivery of the Plan documents and the delivery of the
Notice of Exercise, as described in Section 12.4(a) of this Option
Agreement. The Participant acknowledges that he or she may
receive from the Company a paper copy of any documents delivered
electronically at no cost if the Participant contacts the Company by
telephone, through a postal service or electronic mail at
▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇. The Participant further acknowledges that the
Participant will be provided with a paper copy of any documents delivered
electronically if electronic delivery fails; similarly, the Participant
understands that the Participant must provide the Company or any
designated third party with a paper copy of any documents delivered
electronically if electronic delivery fails. Also, the
Participant understands that the Participant’s consent may be revoked or
changed, including any change in the electronic mail address to which
documents are delivered (if Participant has provided an electronic mail
address), at any time by notifying the Company of such revised or revoked
consent by telephone, postal service or electronic mail at
▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇. Finally, the Participant understands that he
or she is not required to consent to electronic
delivery.
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12.5
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Data Privacy
Consent. The
Participant hereby explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of the
Participant’s personal data as described in this document by and among the
members of the Participating Company Group for the exclusive purpose of
implementing, administering and managing the Participant’s participation
in the Plan.
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The
Participant understands that the Company and the Participating Company Group
hold certain personal information about the Participant, including, but not
limited to, the Participant’s name, home address and telephone number, date of
birth, social insurance number or other identification number, salary,
nationality, job title, any shares of Stock or directorships held in the
Company, details of all Options or any other entitlement to shares of Stock
awarded, canceled, exercised, vested, unvested or outstanding in the
Participant’s favor, for the purpose of implementing, administering and managing
the Plan (“Data”). The Participant understands that Data may be
transferred to any third parties assisting in the implementation, administration
and management of the Plan, that these recipients may be located in the
Participant’s country or elsewhere, and that the recipient’s country may have
different data privacy laws and protections than the Participant’s
country. The Participant understands that he or she may request a
list with the names and addresses of any potential recipients of the Data by
contacting the Participant’s local human resources
representative. The Participant authorizes the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the
purposes of implementing, administering and managing the Participant’s
participation in the Plan, including any requisite transfer of such Data as may
be required to a broker or other third party with whom the Participant may elect
to deposit any shares of Stock acquired upon exercise of the
Option. The Participant understands that Data will be held only as
long as is necessary to implement, administer and manage the Participant’s
participation in the Plan. The Participant understands that he or she
may, at any time, view Data, request additional information about the storage
and processing of Data, require any necessary amendments to Data or refuse or
withdraw the consents herein, in any case without cost, by contacting in writing
the Participant’s local human resources representative. The
Participant understands, however, that refusing or withdrawing the Participant’s
consent may affect the Participant’s ability to participate in the
Plan. For more information on the consequences of the Participant’s
refusal to consent or withdrawal of consent, the Participant understands that he
or she may contact the Participant’s local human resources
representative.
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12.6
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Integrated
Agreement. This Option Agreement and the Plan constitute
the entire understanding and agreement of the Participant and the
Participating Company Group with respect to the subject matter contained
herein and supersedes any prior agreements, understandings, restrictions,
representations, or warranties among the Participant and the Participating
Company Group with respect to such subject matter other than those as set
forth or provided for herein. To the extent contemplated
herein, the provisions of this Option Agreement shall survive any exercise
of the Option and shall remain in full force and effect. Any
capitalized terms not defined herein shall have the meaning set forth in
the Plan.
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12.7
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Applicable
Law. This Option Agreement shall be governed by the laws
of the State of California as such laws are applied to agreements between
California residents entered into and to be performed entirely within the
State of California. For purposes of litigating any dispute that arises
directly or indirectly from the relationship of the parties as evidenced
by this Option Agreement, the parties herby submit to and consent to the
jurisdiction of the State of California and agree that such litigation
shall be conducted only in the courts of Santa ▇▇▇▇▇ County, California,
or the federal courts of the United States for the Northern District of
California, and no other courts, where this Option Agreement is made
and/or performed.
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ADOBE
SYSTEMS INCORPORATED
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By:____________________
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▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
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Title:Chief
Executive Officer
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Address: ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇
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The
Participant represents that the Participant is familiar with the terms and
provisions of this Option Agreement and hereby accepts the Option subject to all
of the terms and provisions thereof. The Participant hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Committee upon any questions arising under this Option
Agreement.
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