Exhibit 10.20
ADOBE SYSTEMS
INCORPORATED
AMENDED 1994 PERFORMANCE AND RESTRICTED STOCK PLAN
RESTRICTED STOCK UNIT GRANT NOTICE
Adobe Systems Incorporated (the
“Company” ), pursuant to its Amended 1994
Performance and Restricted Stock 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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Date of Grant:
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Vesting Commencement Date:
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Number of Restricted Stock Units:
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Payment for Stock:
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Participant’s services to the Company (to
the greatest
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extent permitted by applicable law)
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Vesting Schedule
: This Award shall vest as to
[___] of the Restricted Stock Units on the [first (1
st ) anniversary of the Vesting Commencement Date]
and as to [___] of the Restricted Stock Units [______________]
thereafter, so that the Restricted Stock Units are fully vested as
[________________] of the Vesting Commencement Date; provided,
however, that the Participant’s Service has not
terminated prior to each such vesting date.
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
with the exception of (i) awards previously granted to Participant
under the Plan, and (ii) the following agreements
only:
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Other Agreements:
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Adobe Systems Incorporated:
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Participant:
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By:
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Signature
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Signature
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Title:
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Date
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Date:
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ATTACHMENTS
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Award Agreement and Amended 1994
Performance and Restricted Stock Plan
ATTACHMENT I
ADOBE SYSTEMS INCORPORATED
AMENDED 1994 PERFORMANCE AND RESTRICTED STOCK PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
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 1994 Performance and Restricted Stock
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.
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3.
VESTING .
(a)
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.
(b)
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.
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8.
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
