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Exhibit 10.61
Adobe Systems Incorporated
Amended and Restated 2003 Equity Incentive Plan
Restricted Stock Unit Grant Notice
(Director)
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.
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Participant:
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%%FIRST_NAME%-% %%LAST_NAME%-%
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Date
of Grant:
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%%OPTION_DATE,’Month DD, YYYY’%-%
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Vesting
Commencement Date:
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%%VEST_BASE_DATE,’Month DD, YYYY%-%
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Number
of Restricted Stock Units:
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%%TOTAL_SHARES_GRANTED%-%
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Payment
for Stock:
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Participant’s services to the Company (to the greatest extent
permitted by applicable law)
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Vesting Schedule : This Award shall vest as to
twenty-five percent of the Restricted Stock Units on the first (1
st
) anniversary of the Vesting Commencement Date and the remaining
seventy-five percent of the Restricted Stock Units shall vest
annually on each anniversary of the Vesting Commencement Date
thereafter, so that the Restricted Stock Units are fully vested on
the fourth anniversary of the Vesting Commencement Date;
provided,
however, that the Participant’s Service has not
terminated prior to each 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
each 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.
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ADOBE SYSTEMS INCORPORATED:
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By:_______________
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Shantanu
Narayen
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Title:Chief
Executive Officer
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Adobe Systems Incorporated
Amended and Restated 2003 Equity Incentive Plan
Restricted Stock Unit Award Agreement
(Director)
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.
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1.
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Number of Stock Units and Shares of Stock.
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(a)
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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.
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(b)
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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.
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(c)
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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.
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2.
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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.
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(a)
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The
Restricted Stock Units shall vest, if at all, as provided in the
Vesting Schedule set forth in your Grant Notice and the Plan,
provided that vesting shall cease upon the termination of your
Service.
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(b)
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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.
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4.
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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.
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5.
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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.
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6.
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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.
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7.
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Restrictive Legends . The shares of Stock
issued pursuant to this Award shall be endorsed with appropriate
legends, if any, determined by the Company.
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8.
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Transfer Restrictions. Prior to the
time that shares of Stock have been delivered to you pursuant to
this Award, you may not transfer, pledge, sell or otherwise dispose
of such shares. For example, you may not use shares that may be
issued in respect of your Restricted Stock Units as security for a
loan, nor may you transfer, pledge, sell or otherwise dispose of
such shares. This restriction on transfer will lapse upon delivery
to you of shares
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