Adobe Systems Incorporated Amended and Restated 2003 Equity Incentive Plan Restricted Stock Unit Grant Notice

exhibit 10.62 Adobe Systems Incorporated Amended and Restated 2003 Equity Incentive Plan Restricted Stock Unit Grant Notice   (Director – Annual Grant)   Adobe Systems Incorporated (the “Company”), pursuant to its Amended and Restated 2003 Equity Incentive Plan (the “Plan”), hereby awards to Participant the Restricted Stock Unit Award (the “Award”) covering the number of Restricted Stock Units set forth below.  This Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement (the “Award Agreement”) and the Plan, each of which are attached hereto and incorporated herein in their entirety.  Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Plan or the Program, as applicable.  

Vesting Schedule:  This Award shall vest as to one hundred percent (100%) of the Restricted Stock Units on the day immediately preceding the day of the first annual meeting of the stockholders of the Company following the Date of Grant ; provided, however, that the Participant’s Service has not terminated prior to such vesting date.   In the event of a Change of Control, any unvested portions of this Award shall become immediately vested in full as of immediately prior to the effective date of the Change of Control, subject to the consummation of the Change of Control.   Delivery Schedule:  Except as otherwise provided in Section 5 of the Award Agreement, the Company shall deliver on the vesting date one share of Stock for each Restricted Stock Unit that vests on such date, less any shares to be withheld pursuant to Section 11 of the Award Agreement.   Additional Terms/Acknowledgements:  The undersigned Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Award Agreement, and the Plan.  Participant further acknowledges that as of the Date of Grant, this Grant Notice, the Award Agreement, and the Plan set forth the entire understanding between Participant and the Company regarding the Award and supersede all prior oral and written agreements on that subject.   Adobe Systems Incorporated:    
  By:  ___________________________________ Shantanu Narayen
Title:     Chief Executive Officer
   

 
Adobe Systems Incorporated Amended and Restated 2003 Equity Incentive Plan Restricted Stock Unit Award Agreement
(Director – Annual Grant)   Pursuant to the Grant Notice (“Grant Notice”) and this Award Agreement (“Award Agreement”), Adobe Systems Incorporated (the “Company”) has awarded you, pursuant to its Amended and Restated 2003 Equity Incentive Plan (the “Plan”), a Restricted Stock Unit Award for that number of Restricted Stock Units as indicated in the Grant Notice. Unless otherwise defined herein or the Grant Notice, capitalized terms shall have the meanings set forth in the Plan. Subject to adjustment and the terms and conditions as provided herein and in the Plan, each Restricted Stock Unit shall represent the right to receive one (1) share of Stock.
The details of your Award, in addition to those set forth in the Grant Notice, are as follows.
1. Number of Stock Units and Shares of Stock.
(a) The number of Restricted Stock Units subject to your Award and the number of shares of Stock deliverable with respect to such Restricted Stock Units will be adjusted from time to time for capitalization adjustments as described in the Plan. You shall receive no benefit or adjustment to your Award with respect to any cash dividend or other distribution that does not result in a capitalization adjustment pursuant to the Plan; provided, however, that this sentence shall not apply with respect to any shares of Stock that are subject to your Award after such shares have been delivered to you.
(b) Any additional Restricted Stock Units, shares of Stock, cash or other property that become subject to the Award pursuant to this Section 1 shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Stock Units and shares of Stock covered by your Award.
(c) Notwithstanding the provisions of this Section 1, no fractional Restricted Stock Units or rights for fractional shares of Stock shall be created pursuant to this Section 1. The Board shall, in its discretion, determine an equivalent benefit for any fractional Restricted Stock Units or fractional shares that might be created by the adjustments referred to in this Section 1.
2. Payment by You. Except as otherwise provided in the Grant Notice, this Award has been granted in consideration of your Services to the Company (or any other Participating Company, as applicable). Subject to Section 11 below, and except as otherwise provided in the Grant Notice, you will not be required to make any payment to the Company (other than your past and future services with the Company (or any other Participating Company, as applicable)) with respect to your receipt of the Award, the vesting of the Restricted Stock Units, or the delivery of the shares of Stock underlying the Restricted Stock Units.
3. Vesting.
(a) The Restricted Stock Units shall vest, if at all, as provided in the Vesting Schedule set forth in your Grant Notice, this Award Agreement, and the Plan, provided that vesting shall cease upon the termination of your Service, except as otherwise set forth herein.
(b) If your Service with the Company terminates because of your death or Disability, then you will be given credit for an additional twelve (12) months of continuous Service; provided,
   

 
however, that in no event shall such applicable vesting exceed 100% vesting of your Award. For purposes of this provision, (i) your Service shall be deemed to have terminated on account of death if your death occurs within three (3) months after your termination of Service, and (ii) “Disability” shall mean your permanent and total disability within the meaning of Section 22(e)(3) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and any applicable regulations promulgated thereunder to the extent not inconsistent with the regulations under Section 409A of the Code.
(c) The determination that your Service was terminated shall be made by the Company (or any Participating Company, as applicable) in its sole discretion. Any such determination by the Company (or any Participating Company, as applicable) for the purposes of this Award Agreement shall have no effect upon any determination of the rights or obligations of you or the Company (or any Participating Company, as applicable) for any other purpose.
4. Distribution of Shares of Stock. Subject to the provisions of this Award Agreement (including Sections 5 and 11 below) and the Plan, the Company shall deliver to you on the applicable vesting date one (1) share of Stock for each Restricted Stock Unit that vests on such date.
5. Deferral Election. If permitted by the Company to do so, you may elect to defer receipt of the shares of Stock that would otherwise be issued pursuant to the vesting of your Award in accordance with the terms and conditions, including the applicable eligibility requirements, of the Company's Deferred Compensation Plan. The Board (or an appropriate committee thereof) will, in its sole discretion, establish the rules and procedures for such deferrals.
6. Securities Law Compliance. The grant of your Award and the issuance of any shares of Stock thereunder shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. You may not be issued any shares of Stock if such issuance 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, you may not be issued any shares of Stock unless (i) a registration statement under the Securities Act shall at the time of issuance be in effect with respect to the shares or (ii) in the opinion of legal counsel to the Company, the shares may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT THE SHARES MAY NOT BE ISSUED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. 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 of Stock 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 issuance of any shares of Stock pursuant to this Award, the Company may require you 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.
7. Restrictive Legends. The shares of Stock issued pursuant to this Award shall be endorsed with appropriate legends, if any, determined by the Company.
8. Transfer Restrictions. Prior to the time that share