Exhibit 10.3
ADOBE
SYSTEMS INCORPORATED
AMENDED 1994 PERFORMANCE AND
RESTRICTED STOCK PLAN
2007 PERFORMANCE SHARE
PROGRAM
ADOPTED: JANUARY 24,
2007
1.
Purpose. The Adobe Systems Incorporated 2007 Performance
Share Program (the “Program”), established under the
Adobe Systems Incorporated Amended 1994 Performance and Restricted
Stock Plan (the “Plan”), is intended to provide equity
incentive compensation to individuals who make a significant
contribution to the performance of Adobe Systems Incorporated (the
“Company”). Program objectives are to: (i)
focus key Employees on achieving specific performance targets, (ii)
reinforce a team orientation, (iii) provide significant award
potential for achieving outstanding performance, and (iv) enhance
the ability of the Company to attract and retain highly talented
and competent individuals.
2.
Definitions.
Defined terms not
explicitly defined in this Program but defined in the Plan shall
have the same definitions as in the Plan.
(a)
“Actual Award” means the number of shares of
Stock credited to a Designated Participant under the Program during
a Performance Period based on achievement of applicable Performance
Goals and Other Performance Goals.
(b)
“Board” means the Board of Directors of the
Company.
(c)
“Certification Date” means the date on which
the Committee certifies whether the Performance Goals have been met
under the Performance Award Formula and whether any reductions in
the Maximum Awards should be made on account of the degree of
achievement of the Other Performance Goals.
(d)
“Committee” means a committee of one or more
members of the Board appointed by the Board pursuant to the Plan;
provided, however, that for purposes of administering the Plan with
respect to Designated Participants who are or may be deemed
“covered employees” (as defined for purposes of Section
162(m) of the Code), the “Committee” shall be composed
of two or more members of the Board, each of whom is an
“outside director” for purposes of Section 162(m) of
the Code.
(e)
“Disability” means, with respect to a
Designated Participant, the inability of such Designated
Participant 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 twelve (12) months, as provided
in Section 22(e)(3) and 409A(a)(2)(c)(i) of the Code.
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(f)
“Designated Participant” means a key
Employee of the Company or any other Participating Company who is
designated by the Committee in writing to participate in the
Program.
(g)
“Maximum Award” means the maximum number of
shares of Stock that may be credited to a Designated Participant
under the Program in respect of a specified Performance Period if
the applicable Performance Goals are achieved at the levels set by
the Committee during the applicable Performance Period and the
Designated Participant continues to render Service to the Company
or any other Participating Company during the entire Performance
Period.
(h)
“Other Performance Goal” means a performance
goal established by the Committee that is not a Performance Goal
established pursuant to Section 7(b) of the Plan.
(i)
“Performance Period” means the period
of time selected by the Committee over which the attainment of one
or more Performance Goals will be measured for the purpose of
determining a Designated Participant’s right to an Actual
Award. At the discretion of the Committee, a Performance
Period may be divided into shorter periods (for example, fiscal
years of the Company) over which the attainment of one or more
Performance Goals will be measured.
3.
How Awards Are Earned Under the Program.
(a)
General Program
Description. The Program provides the opportunity
for certain key Employees to earn shares of Stock based on the
performance of the Company. In general, the Committee will
select certain key Employees to participate in the Program at the
beginning of a Performance Period. Upon selection to
participate in the Program, each such Designated Participant will
be granted a Maximum Award equal to the number of shares of Stock
that will be represented by an Actual Award to such Designated
Participant if (i) specified levels of applicable Performance Goals
are achieved during the Performance Period, (ii) the Committee does
not reduce the Maximum Award on account of the degree of
achievement of applicable Other Performance Goals, and (iii) the
Designated Participant continues to render Service to the Company
or any other Participating Company during the entire Performance
Period and any subsequent additional vesting period. If the
Committee does reduce the Maximum Award on account of the degree of
achievement of applicable Other Performance Goals, the Designated
Participant will be awarded a portion (or none) of the shares of
Stock subject to the Maximum Award; provided, however, that
(i) if the specified level of Performance Goals is not achieved
during the Performance Period, the Designated Participant will not
receive any shares of Stock, and (ii) the maximum number of shares
of Stock that a Designated Participant may receive as an Actual
Award will in no event exceed the Maximum Award. The
methodology for the operation of the Program in terms of
establishing the Maximum Award based on the levels of achievement
of the Performance Goals and the determination of whether the
Maximum Award, or some portion of it, will become payable to a
Designated Participant as an Actual Award in respect of a
Performance Period is set forth in the attached Exhibit A . As required by
Section 7(f) of the Plan and in accordance with Section 162(m) of
the Code, in no event may a Maximum Award be granted to a
Designated Participant such that the number of shares of Stock that
could be earned by such Designated Participant as an Actual Award
would
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exceed one million six
hundred thousand (1,600,000) shares of Stock with respect to any
Performance Period.
(b)
Designated Participants. Each key Employee of the
Company or any other Participating Companywho is designated by the
Committee in writing for participation in the Program for a
particular Performance Period shall be eligible for a Maximum Award
with respect to such Performance Period. The Committee may
designate a ke
