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EXHIBIT 10.63
ADOBE SYSTEMS
INCORPORATED
2009 NON-EMPLOYEE DIRECTOR
COMPENSATION POLICY
(Effective November 29,
2008)
Cash
Compensation
Board Member Annual Retainer
Board Chair Annual Retainer
|
|
$50,000 annual
fee for each Co-Chair
|
Committee Member Annual
Retainers
|
|
Audit Committee
– $20,000 annual fee
|
|
|
Executive
Compensation Committee – $15,000 annual fee
|
|
|
Nominating and
Governance Committee – $7,500 annual fee
|
Committee Chair Retainers
|
|
Audit Committee
– $40,000 annual fee
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|
|
Executive
Compensation Committee – $30,000 annual fee
|
|
|
Nominating and
Governance Committee – $15,000 annual fee
|
All cash compensation is earned on a fiscal year
basis, paid quarterly.
Each Director
may elect to defer 5% to 100% of his or her cash compensation in
the Adobe Deferred Compensation Plan by timely submitting an
election to the Company.
Equity
Compensation
Initial Equity Grant
|
|
A restricted
stock unit award will be granted to each Director on the day he or
she joins the Board of Directors and shall have an aggregate value
of $450,000 (Note: Directors receiving an initial award will not be
eligible to receive an annual award until the second Annual Meeting
of Stockholders after joining the Board. Directors who first join
the Board upon being elected at an Annual Meeting of Stockholders
will rece
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