ADOBE SYSTEMS INCORPORATED DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

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Adobe Systems Incorporated

Deferred Compensation Plan

Master Plan Document

ADOBE SYSTEMS INCORPORATED

DEFERRED COMPENSATION PLAN

Effective December 2, 2006

Purpose

The purpose of this Plan is to provide specified benefits to Directors and a select group of management or highly compensated Employees who contribute materially to the continued growth, development and future business success of Adobe Systems Incorporated, a Delaware corporation, and its subsidiaries, if any, that sponsor this Plan.  This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

ARTICLE 1
Definitions

For the purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1                                  “Account Balance” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of the Participant’s Annual Accounts.  The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.2                                  “Annual Account” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the following amount: (i) the sum of the Participant’s Annual Deferral Amount, Company Contribution Amount and Company Restoration Matching Amount for any one Plan Year, plus (ii) amounts credited or debited to such amounts pursuant to this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Annual Account for such Plan Year.  The Annual Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.3                                  “Annual Deferral Amount” shall mean that portion of a Participant’s Base Salary, Bonus, Commissions, Performance Based Restricted Stock Units, and Director Fees that a Participant defers in accordance with Article 3 for any one Plan Year, without regard to whether such amounts are withheld and credited during such Plan Year.  In the event of a Participant’s Retirement, Disability, death or Termination of Employment prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount withheld prior to such event.

1.4                                  “Annual Installment Method” shall be an annual installment payment over the number of years selected by the Participant in accordance with this Plan, calculated as follows: (i) for the first annual installment, the vested portion of each Annual Account shall be calculated as of the close of business on or around the Participant’s Benefit Distribution Date, as determined by the Committee in its sole discretion, and (ii) for remaining annual installments, the vested portion of each applicable Annual Account shall be calculated on every anniversary of such calculation date, as applicable.  Each annual installment shall be calculated by multiplying this balance by a

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fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due to the Participant.  By way of example, if the Participant elects a ten year Annual Installment Method as the form of Retirement Benefit for an Annual Account, the first payment shall be 1/10 of the vested balance of such Annual Account, calculated as described in this definition.  The following year, the payment shall be 1/9 of the vested balance of such Annual Account, calculated as described in this definition.

1.5                                “Base Salary” shall mean the annual cash compensation from an Employer relating to services performed during any calendar year.  It shall be limited to base pay earned during any calendar year and shall exclude: Commissions; distributions from nonqualified deferred compensation plans; bonuses; overtime; fringe benefits; stock options; employee stock purchase plan benefits; lump sum cash payout of paid time off in the case of Participants incurring a separation from service on account of Termination of Employment, Retirement, Disability, or death; relocation expenses; incentive payments; non-monetary awards; Director Fees and other fees; and automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income).  Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant and not otherwise included in the Participant’s income because of Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee.  Base Salary shall be reduced by Participant contributions under this Plan.

1.6                                  “Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 10, that are entitled to receive benefits under this Plan upon the death of a Participant.

1.7                                  “Beneficiary Designation Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

1.8                                  “Benefit Distribution Date” shall mean a date that triggers distribution of a Participant’s vested benefits.  A Benefit Distribution Date for a Participant shall be determined upon the occurrence of any one of the following:

(a)                                   If the Participant Retires, the Benefit Distribution Date for his or her vested Account Balance shall be (i) the last day of the six-month period immediately following the date on which the Participant Retires if the Participant is a Key Employee, and (ii) for all other Participants, the date on which the Participant Retires ; provided, however, in the event the Participant changes the Retirement Benefit election for one or more Annual Accounts in accordance with Section 6.2(b), the Benefit Distribution Date for such Annual Account(s) shall be postponed in accordance with such Section 6.2(b); or

(b)                                  If the Participant experiences a Termination of Employment, the Benefit Distribution Date for his or her vested Account Balance shall be (i) the last day of the six-month period immediately following the date on which the Participant experiences a Termination of Employment if the Participant is a Key Employee, and (ii) for all other

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Participants, the date on which the Participant experiences a Termination of Employment; or

(c)                                   If the Participant dies prior to the complete distribution of his or her vested Account Balance, the Participant’s Benefit Distribution Date shall be the date on which the Committee is provided with proof that is satisfactory to the Committee of the Participant’s death; or

(d)                                  If the Participant becomes Disabled, the Participant’s Benefit Distribution Date shall be the date on which it is determined that the Participant has become Disabled; or

(e)                                   If (i) a Change in Control occurs with respect to a Participant prior to the Participant’s Termination of Employment, Retirement, death or Disability, and (ii) the Participant has elected to receive a Change in Control Benefit as set forth in Article 5, the Participant’s Benefit Distribution Date shall be the date on which the Change in Control occurs, as determined by the Committee in its sole discretion.

1.9                                  “Board” shall mean the board of directors of the Company.

1.10                            “Bonus” shall mean any compensation, in addition to Base Salary and Commissions from an Employer, earned by a Participant for services rendered during an Employer’s fiscal year or such other period provided under any Employer’s Annual Incentive Plan, Profit Sharing Plan, or any other cash incentive arrangement designated by the Committee, as further described on an Election Form approved by the Committee in its sole discretion.

1.11                            “Change in Control” shall mean any “change in control event” as defined in accordance with Treasury guidance and Regulations related to Code Section 409A. Notwithstanding the preceding sentence, the Committee may determine that the definition of Change in Control for purposes of this Plan shall be more restrictive than the definition applicable under Section 409A, for example, by providing that sales of subsidiaries of the Company shall not be taken into account in determining whether there has been a Change in Control.

1.12                            “Change in Control Benefit” shall have the meaning set forth in Article 5.

1.13                            “Claimant” shall have the meaning set forth in Section 15.1.

1.14                            “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.15                            “Commissions” shall mean the commissions otherwise payable to a Participant under an Employer sales incentive plan absent a deferral under this Plan.

1.16                            “Committee” shall mean the committee described in Article 13.

1.17                            “Company” shall mean Adobe Systems Incorporated, a Delaware corporation, and any successor to all or substantially all of the Company’s assets or business.

1.18                            “Company Contribution Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.5.

1.19                            “Company Restoration Matching Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.6.

1.20                            “Death Benefit” shall mean the benefit set forth in Article 9.

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1.21                            “Director” shall mean any member of the Board.

1.22                            “Director Fees” shall mean the annual fees earned by a Director, including retainer fees and meeting fees, as compensation for serving on the Board.

1.23                            “Disability” or “Disabled” shall mean that a Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident or health plan covering employees of the Participant’s Employer.

1.24                            “Disability Benefit” shall mean the benefit set forth in Article 8.

1.25                            “Election Form” shall mean the form, which may be in electronic format, established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

1.26                            “Employee” shall mean a person who is an employee of any Employer.

1.27                            “Employer(s)” shall mean the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor.

1.28                            “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.29                            “First Plan Year” shall mean the period beginning January 1, 2007 and ending December 31, 2007; provided that, the Committee may determine, in its discretion, an earlier beginning date for the First Plan Year.

1.30                            “401(k) Plan” shall mean, with respect to an Employer, a plan qualified under Code Section 401(a) that contains a cash or deferral arrangement described in Code Section 401(k), adopted by the Employer, as it may be amended from time to time, or any successor thereto.

1.31                            “Key Employee” shall mean any Participant who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof) of any Employer which is a corporation whose stock is publicly traded on an established securities market or otherwise, as determined by the Committee in accordance with Code Section 409A and related Treasury guidance and Regulations.

1.32                            “Participant” shall mean any Employee or Director (i) who is selected to participate in the Plan, (ii) who submits an executed Plan Agreement, Election Form and Beneficiary Designation Form, which are accepted by the Committee, and (iii) whose Plan Agreement has not terminated.

1.33                            “Performance Based Restricted Stock Units” shall mean the restricted stock units awarded to selected Participants, which units shall be settled by the delivery of Company stock unless deferral of payout is made pursuant to this Plan.

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1.34                            “Plan” shall mean the Adobe Systems Incorporated Deferred Compensation Plan, which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time.

1.35                            “Plan Agreement” shall mean a written agreement, as may be amended from time to time, which is entered into by and between an Employer and a Participant.  Each Plan Agreement executed by a Participant and the Participant’s Employer shall provide for the entire benefit to which such Participant is entitled under the Plan; should there be more than one Plan Agreement, the Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement.  The terms of any Plan Agreement may be different for any Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by the Employer, the Participant, and the Company.

1.36                            “Plan Year” shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.

1.37                            “Retirement”, “Retire(s)” or “Retired” shall mean (1) with respect to an Employee, separation from service with all Employers for any reason other than a leave of absence, death or Disability, as determined in accordance with Code Section 409A and related Treasury guidance and Regulations, on or after the attainment of age 55 with ten Years of Service; and (2) with respect to a Director who is not then an Employee, separation from service as a Director with all Employers.

1.38                            “Retirement Benefit” shall mean the benefit set forth in Article 6.

1.39                            “Scheduled Distribution” shall mean the distribution set forth in Section 4.1.

1.40                            “Terminate the Plan”, “Termination of the Plan” shall mean a determination that (i) all Participants (or all Participants of one or more Employers) shall no longer be eligible to participate in the Plan, (ii) all deferral elections for such Participants shall terminate, and (iii) such Participants shall no longer be eligible to receive Employer contributions under this Plan.

1.41                            “Termination Benefit” shall mean the benefit set forth in Article 7.

1.42                            “Termination of Employment” shall mean the separation from service with all Employers, voluntarily or involun­tarily, for any reason other than Retirement, Disability, death or an authorized leave of absence, as determined in accordance with Code Section 409A and related Treasury guidance and Regulations.  If a Participant is both an Employee and a Director, a Termination of Employment shall occur only upon the termination of the last position held.

1.43                            “Trust” shall mean one or more trusts established by the Company in accordance with Article 16.

1.44                            “Unforeseeable Financial Emergency” shall mean a severe financial hardship of the Participant or Beneficiary resulting from an illness or accident of the Participant or Beneficiary, the Participant or Beneficiary’s spouse or the Participant or Beneficiary’s dependent (as defined in section 152(a) of the Code)); loss of the Participant’s or Beneficiary’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Participant or

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Beneficiary.  The determination of whether an “Unforeseeable Financial Emergency” exists shall be determined in the sole discretion of the Committee.

1.45                            “Years of Service” shall mean the total number of full years in which a Participant has been employed by one or more Employers.  For purposes of this definition, a year of employment shall be a 365 day period (or 366 day period in the case of a leap year) that, for the first year of employment, commences on the Employee’s date of hiring and that, for any subsequent year, commences on an anniversary of that hiring date.  The Committee shall make a determination as to whether any partial year of employment shall be counted as a Year of Service.  The Committee, in its complete discretion, may determine that, in addition to employment described in the preceding two sentences, employment may be counted toward the computation of Years of Service if it is either (a) employment with a subsidiary that is not an Employer or (2) employment with a company that has been in whole or part acquired by the Company or a subsidiary of the Company through merger, purchase of assets, or other form of reorganization.

ARTICLE 2
Selection, Enrollment, Eligibility

2.1                                  Selection by Committee .  Participation in the Plan shall be limited to Directors and, as determined by the Committee in its sole discretion, a select group of management or highly compensated Employees.  From that group, the Committee shall select, in its sole discretion, those individuals who may actually participate in this Plan.

2.2                                  Enrollment and Eligibility Requirements; Commencement of Participation .

(a)                                   As a condition to participation, each Director or selected Employee who is eligible to participate in the Plan effective as of the first day of a Plan Year shall complete, execute and return to the Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form, prior to the first day of such Plan Year, or such other earlier deadline (such as prior to the first day of the Company’s fiscal year) as may be established by the Committee in its sole discretion.  In addition, the Committee shall establish from time to time such other enrollment requirements as it determines, in its sole discretion, are necessary.  With respect to the First Plan Year, each Director or selected Employee must complete these requirements within 30 days of the date on which such Director or Employee becomes eligible to participate in the Plan, or within such other earlier deadline as may be established by the Committee, in its sole discretion, in order to participate for that Plan.  Except as provided in Section 2.2(b) below, with respect to any Plan Year after the First Plan Year, each Director or selected Employee must complete these requirements prior to the first day of such Plan Year, or such other earlier deadline (such as prior to the first day of the Company’s fiscal year) as may be established by the Committee in its sole discretion.

(b)                                  A Director or selected Employee who first becomes eligible to participate in this Plan after the first day of a Plan Year must complete these requirements within 30 days after he or she first becomes eligible to participate in the Plan, or within such other earlier deadline as may be established by the Committee, in its sole discretion, in order to participate for that Plan Year.  In such event, such person’s participation in this Plan shall

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not commence earlier than the date determined by the Committee pursuant to Section 2.2(c) and such person shall not be permitted to defer under this Plan any portion of his or her Base Salary, Bonus and/or Director Fees that are paid with respect to services performed prior to his or her participation commencement date, except to the extent permissible under Code Section 409A and related Treasury guidance or Regulations.

(c)                                   Each Director or selected Employee who is eligible to participate in the Plan shall commence participation in the Plan on the date that the Committee determines, in its sole discretion, that the Director or Employee has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period.  Notwithstanding the foregoing, the Committee shall process such Participant’s deferral election as soon as administratively practicable after such deferral election is submitted to and accepted by the Committee.

(d)                                  If a Director or an Employee fails to meet all requirements contained in this Section 2.2 within the period required, that Director or Employee shall not be eligible to participate in the Plan during such Plan Year.

(e)                                   If, pursuant to Section 3.3(c), the Committee determines that an election may be made to defer the payment of performance-based compensation no later than six months before the end of the performance service period, the Committee may adjust the deadline for the submission of enrollment forms to reflect its determination.  In particular, the Committee may determine that the enrollment deadlines with respect to the Annual Incentive Plan shall be measured with respect to the date ending six months before the end of the Company’s fiscal year and that the timing deadlines with respect to the submission of forms with respect to the deferral of compensation under the Annual Incentive Plan shall be measured solely with respect to the date ending six months before the end of the Company’s fiscal year.

2.3                                  Termination of a Participant’s Eligibility .   If the Committee determines that an Employee Participant no longer qualifies as a member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, or that the inclusion of Directors in this Plan could jeopardize the status of this Plan as a plan intended to be “unfunded” and “maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1), the Committee shall have the right, in its sole discretion, to (i) terminate any deferral election the Participant has made for the remainder of the Plan Year in which the Committee makes such determination, (ii) prevent the Participant from making future deferral elections, and/or (iii) take further action that the Committee deems appropriate.  Notwithstanding the foregoing, in the event of a Termination of the Plan, the termination of the affected Participant’s eligibility for participation in the Plan shall not be governed by this Section 2.3, but rather shall be governed by Section 12.1.  In the event that a Participant is no longer eligible to defer compensation under this Plan, the Participant’s Account Balance shall continue to be governed by the terms of this Plan until such time as the Participant’s Account Balance is paid in accordance with the terms of this Plan.

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ARTICLE 3
Deferral Commitments/Company Contribution Amounts/

Company Restoration Matching Amounts/ Vesting/Crediting/Taxes

3.1                                  Minimum Deferrals .

(a)                                   Annual Deferral Amount .  For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary, Commissions, Bonus, Performance Based Restricted Stock Units, and/or Director Fees in the following minimum amounts for each deferral elected:

In addition to the minimum amounts set forth above, the Committee may determine in its discretion that elections to defer Base Salary, Commissions, Performance Based Restricted Units, or Bonuses shall only be effective to the extent that a specified minimum dollar amount of Base Salary, Commissions, Performance Based Restricted Stock Units, or Bonus is expected to be deferred; for example, the Committee may determine that an election to defer a portion of a Participant’s Bonus under the Annual Incentive Plan shall only be effective if a minimum amount, such as $2000, is expected to be deferred. If the Committee determines, in its sole discretion, prior to the beginning of a Plan Year that a Participant has made an election for less than the stated minimum amounts, or if no election is made, the amount deferred shall be zero.  If the Committee determines, in its sole discretion, at any time after the beginning of a Plan Year that a Participant has deferred less than the stated minimum amounts for that Plan Year, any amount credited to the Participant’s applicable Annual Account as the Annual Deferral Amount for that Plan Year shall be distributed to the Participant within 60 days after the last day of the Plan Year in which the Committee determination was made. 

(b)                                  Participation After Commencement of Plan Year .  Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, unless the Committee establishes different proration rules, any minimum Annual Deferral Amount shall be an amount equal to any minimum established by the Plan or the Committee multiplied by a fraction, the numerator of which is the number of complete months remaining in the Plan Year and the denominator of which is 12.

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3.2                                  Maximum Deferral .

(a)                                   Annual Deferral Amount .  For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary, Commissions, Bonus, Performance Based Restricted Stock Units, and/or Director Fees up to the following maximum percentages for each deferral elected, provided that, if necessary for the purpose of allowing enough remaining undeferred compensation to fund any necessary withholdings for taxes or benefits, the Committee may, in its sole discretion, establish lesser amounts for one or more classes of Participants:

(b)                                  Short Plan Year .  Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, the maximum Annual Deferral Amount shall be limited to the amount of compensation not yet earned by the Participant as of the date the Participant submits a Plan Agreement and Election Form to the Committee for acceptance, except to the extent permissible under Code Section 409A and related Treasury guidance or Regulations.

3.3                                  Election to Defer; Effect of Election Form .

(a)                                   First Plan Year .  In connection with a Participant’s commence­ment of participa­tion in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Committee deems necessary or desirable under the Plan.  For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Committee (in accordance with Section 2.2 above) and accepted by the Committee.

(b)                                  Subsequent Plan Years .  For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as the Committee deems necessary or desirable under the Plan, shall be made by timely delivering a new Election Form to the Committee, in accordance with its rules and procedures, before the end of the Company’s fiscal year preceding the Plan Year for which the election is made, or before such other deadline established by the Committee to the extent such other deadline complies with the requirements of Code Section 409A and related Treasury guidance.  If no such Election Form is timely delivered for a Plan Year, the Annual Deferral Amount shall be zero for that Plan Year.

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(c)                                   Performance-Based Compensation . Notwithstanding the foregoing, the Committee may, in its sole discretion, determine that an irrevocable deferral election pertaining to performance-based compensation may be made by the Participant’s timely delivering an Election Form to the Committee, in accordance with its rules and procedures, no later than six 6 months before the end of the performance service period.  “Performance-based compensation” shall be compensation from an Employer based on services performed over a period of at least 12 months, in accordance with Code Section 409A and related Treasury guidance or Regulations.  Until such time as Treasury guidance provides the requirements for an amount to qualify as “performance-based compensation” under Code Section 409A, the Committee may utilize the definition of “bonus compensation” provided in Treasury Notice 2005-1 in determining which amounts may be deferred by delivering an Election Form to the Committee, in accordance with its rules and procedures, no later than six months before the end of the performance service period.

3.4                                  Withholding and Crediting of Annual Deferral Amounts .

(a)                                   For each Plan Year, the Base Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Salary payment in equal amounts, as adjusted from time to time for increases and decreases in Base Salary.  The Bonus, Commission, Performance Based Restricted Stock Units, and/or Director Fees portion of the Annual Deferral Amount shall be withheld at the time these amounts are or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself.  Annual Deferral Amounts shall be credited to the Participant’s Annual Account for such Plan Year at the time such amounts would otherwise have been paid to the Participant.

(b)                                  Notwithstanding any provision or election under this Plan to the contrary, if necessary to comply with Code Section 409A or to facilitate administration of the Company’s payroll system, the Committee, in its sole discretion, may choose to either (i) not withhold from Base Salary during any payroll period in which any portion of such Base Salary relates to services performed in a prior Plan Year, or (ii) withhold from Base Salary during any payroll period in which any portion of such Base Salary relates to services performed in a prior Plan Year in accordance with the Participant’s deferral election submitted for the prior Plan Year.  Accordingly, in order to carry out the intent of this provision, the Committee may adjust a Participant’s Base Salary deferral election submitted pursuant to this Article 3.

3.5                                  Company Contribution Amount .

(a)                                   An Employer is not generally required to make Employer Contributions to this Plan.  Employer Contributions may be made, however, as provided under the following subsections of this section and Section 3.6.

(b)                                  For each Plan Year, an Employer may be required to credit amounts to a Participant’s Annual Account in accordance with employment or other agreements entered into between the Participant and the Employer, which amounts shall be part of the Participant’s Company Contribution Amount for that Plan Year.  Such amounts shall be credited to the Participant’s Annual Account for the applicable Plan Year on the date or dates prescribed by such agreements.

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(c)                                   For each Plan Year, an Employer, in its sole discretion, may, but is not required to, credit any amount it decides, in its discretion, to contribute to any Participant’s Annual Account under this Plan, which amount shall be part of the Participant’s Company Contribution Amount for that Plan Year.  The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though one or more other Participants receive a Company Contribution Amount for that Plan Year.  The Company Contribution Amount described in this Section 3.5(c), if any, shall be credited to the Participant’s Annual Account for the applicable Plan Year on a date or dates to be determined by the Committee, in its sole discretion.

3.6                                  Company Restoration Matching Amount .  A Participant’s Company Restoration Matching Amount for any Plan Year shall be an amount, which is determined by the Committee to make up for a reduction in the Participant’s match in the 401(k) Plan for the Plan Year, if any, due to the Participant’s deferral of Base Salary, Commissions, and Bonus into this Plan for the Plan Year.  In order to be eligible for a Company Restoration Matching Amount, a Participant must contribute the maximum amount that he or she is eligible to contribute to the 401(k) Plan year that corresponds to the Plan Year of this Plan.  The amount of the Company Restoration Matching Amount shall be computed by determining the increase in the Participant’s eligible compensation (the “Increase”) under the 401(k) Plan for the Plan Year tha