NONCOMPETITION AGREEMENT

Exhibit 10.10

NONCOMPETITION AGREEMENT

        THIS NONCOMPETITION AGREEMENT ("Noncompetition Agreement") is being executed and delivered as of June 24, 2005, by ROBERT K. BURGESS ("Stockholder"), in favor of, and for the benefit of: ADOBE SYSTEMS INCORPORATED, a Delaware corporation ("Parent"); MACROMEDIA,  INC. (the "Company"); and the other Beneficiaries (as defined in Section 19). Certain capitalized terms used but not otherwise defined in this Noncompetition Agreement have the meanings set forth in Section 19.

RECITALS

        A.    Stockholder is a key employee, stockholder, optionholder and/or other security holder of the Company and has obtained extensive and valuable knowledge and confidential information concerning the business of the Company and its Affiliates.

        B.    Concurrently with the execution and delivery of this Noncompetition Agreement, Parent, Avner Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and the Company are entering into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), pursuant to which Merger Sub is merging with and into the Company and the Company is becoming a wholly-owned subsidiary of the Parent (the "Merger").

        C.    Parent wishes to protect its investment in the Company, including the business and goodwill of the Company and its Affiliates and the confidential and proprietary information possessed by Stockholder, by restricting the activities of Stockholder which might compete with or harm the Company or its Affiliates.

        D.    Stockholder's employment with the Company will terminate upon the Effective Date, and Stockholder will thereupon become entitled to certain severance benefits pursuant to the provisions of his January 19, 2005 Amended and Restated Employment Agreement with the Company, subject to his execution of a general release of the Company. As of the Effective Date, Stockholder will be appointed to the Parent's Board of Directors as a non-employee director.

        E.    In connection with, and as a condition to, Parent entering into the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, and to enable Parent to secure more fully the benefits of such transactions, Parent has required that Stockholder enter into this Noncompetition Agreement; and Stockholder is entering into this Noncompetition Agreement in order to induce Parent to enter into the Merger Agreement and to consummate the transactions contemplated by the Merger Agreement.

AGREEMENT

        1.    Acknowledgements by Stockholder.    Stockholder acknowledges that:

        (a)   as a consequence of the Merger: (i) Parent will acquire all of the shares of capital stock (and the underlying goodwill) of the Company owned by Stockholder and other stockholders of the Company in exchange for the consideration stated in the Merger Agreement; and (ii) Stockholder will receive substantial benefits;

        (b)   by virtue of Stockholder's position with the Company, he has developed considerable expertise in the business operations of the Company and its Affiliates and has had extensive access to trade secrets and other confidential information;

        (c)   to enable Parent to reap the benefits of the Merger, Parent reasonably expects that Stockholder should refrain from carrying on certain activities as set forth in this Noncompetition Agreement;

        (d)   Parent and the other Beneficiaries would be irreparably damaged, and Parent's substantial investment in the Company would be materially impaired, if Stockholder were to enter into an activity or take any action in violation of the terms of this Noncompetition Agreement; and

        (e)   the terms and conditions of this Noncompetition Agreement are fair and reasonable to Stockholder and the restraints imposed herein and the enforcement of the terms and conditions hereof will not cause Stockholder to be unable to engage in lawful professions, trades or businesses.

        2.    Restriction on Competition.    Stockholder agrees that, during the Restricted Period, Stockholder shall not, and Stockholder shall ensure that his Affiliates do not:

        (a)   engage directly or indirectly in Competition in any part of the Restricted Territory; or

        (b)   directly or indirectly be or become an officer or other employee, director, stockholder, owner, co-owner, Affiliate, partner, promoter, agent, representative, designer, consultant, advisor or manager of, for or to, or otherwise be or become associated with or acquire or hold any direct or indirect interest in, any Person that engages directly or indirectly in Competition in any part of the Restricted Territory;

provided, however, that Stockholder may, without violating this Section 2: (i) own, as a passive investment, shares of capital stock of a publicly-held corporation that engages in Competition if: (A) such shares are actively traded on an established national securities market in the United States; (B) the number of shares of such corporation's capital stock that are owned beneficially by Stockholder and the number of shares of such corporation's capital stock that are owned beneficially by Affiliates of Stockholder collectively represent less than one percent (1%) of the total number of shares of such corporation's capital stock outstanding; and (C) neither Stockholder nor any Affiliate of Stockholder is otherwise associated directly or indirectly with such corporation or with any Affiliate of such corporation; and (ii) work for a division, entity or subgroup of a company that engages in Competition, provided that: (A) such division, entity or subgroup does not itself engage in Competition; and (B) Stockholder does not engage in Competition in the performance of services for such division, entity or subgroup or for such company generally.

        3.    Non-Interference.    During the Restricted Period, Stockholder shall not, directly or indirectly, personally or through others (by personal direction), without the prior written consent of Parent, solicit, attempt to solicit, induce or attempt to induce (on Stockholder's own behalf or on behalf of any other Person) any Company Specified Person to terminate his employment or other relationship with Parent or any Affiliate of Parent.

        4.    Representations and Warranties.    Stockholder represents and warrants, to and for the benefit of the Beneficiaries, that: (a) Stockholder has full power and capacity to execute and deliver, and to perform all of Stockholder's obligations under, this Noncompetition Agreement; and (b) neither the execution and delivery of this Noncompetition Agreement nor the performance of this Noncompetition Agreement will result directly or indirectly in a violation or breach of: (i) any agreement or obligation by which Stockholder or any Affiliate of Stockholder is or may be bound; or (ii) any law, rule or regulation.

        5.    Independence of Obligations.    The covenants of Stockholder set forth in this Noncompetition Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Company or Parent or any of their respective Affiliates, on the other hand, and the existence of any claim or cause of action by Stockholder against the Company or Parent or any of their respective Affiliates shall not constitute a defense to the enforcement of such covenants against Stockholder. Nothing in this Noncompetition Agreement shall limit any of the rights or remedies of Parent under the Merger Agreement, or any of the rights, remedies or obligations of Parent or any of the rights, remedies or obligations of Stockholder under any agreement between Stockholder and Parent or any certificate or instrument executed by Stockholder in favor of Parent; and nothing in the Merger Agreement or in any other such agreement, certificate or instrument, shall limit

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any of the rights or remedies of Parent or any of the obligations of Stockholder under this Noncompetition Agreement.

        6.    Specific Performance.    Stockholder agrees that, in the event of any breach or threatened breach by Stockholder of any covenant, obligation or other provision set forth in this Noncompetition Agreement: (a) Parent and each of the other Beneficiaries will suffer irreparable harm which cannot adequately be compensated for with monetary damages; and (b) Parent and each of the other Beneficiaries shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to: (i) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision; and (ii) an injunction restraining such breach or threatened breach. Stockholder further agrees that no Beneficiary shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 6, and Stockholder irrevocably waives any right it may have to require any Beneficiary to obtain, furnish or post any such bond or similar instrument.

        7.    Attorneys' Fees.    If any legal action or other legal proceeding relating to this Noncompetition Agreement or the enforcement of any provision of this Noncompetition Agreement is brought against Stockholder, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).

        8.    Non-Exclusive.    The rights and remedies of Parent and the other Beneficiaries under this Noncompetition Agreement are not exclusive of or limited by any other rights or remedies which they may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of Parent and the other Beneficiaries under this Noncompetition Agreement, and the obligations and liabilities of Stockholder unde