Exhibit 10.6
ADOBE SYSTEMS
INCORPORATED
1996 OUTSIDE DIRECTORS STOCK
OPTION PLAN
(as amended through March 28,
2006)
1.
Establishment, Purpose and Term
of Plan .
1.1
Establishment.
The Adobe Systems
Incorporated Restricted Stock Option Plan was initially established
effective March 27, 1987 and amended from time to time
thereafter (the “ Initial Plan ”). The Initial Plan
was amended and restated in its entirety as the Adobe Systems
Incorporated 1996 Outside Directors Stock Option Plan (the
“ Plan
”)
effective as of the date of its approval by the stockholders of the
Company, April 5, 1995 (the “ Effective Date ”).
1.2
Purpose. The purpose of the Plan is to
advance the interests of the Participating Company Group and its
stockholders by providing an incentive to attract and retain highly
qualified persons to serve as Outside Directors of the Company and
by creating additional incentive for Outside Directors to promote
the growth and profitability of the Participating Company
Group.
1.3
Term of Plan.
The Plan shall
continue in effect until the earlier of its termination by the
Board or the date on which all of the shares of Stock available for
issuance under the Plan have been issued and all restrictions on
such shares under the terms of the Plan and the agreements
evidencing Options granted under the Plan have lapsed.
2.
Definitions and
Construction .
2.1
Definitions.
Whenever used
herein, the following terms shall have their respective meanings
set forth below:
(a)
“
Board ” means the Board of
Directors of the Company. If one or more Committees have been
appointed by the Board to administer the Plan, “Board”
also means such Committee(s).
(b)
“
Code ” means the Internal
Revenue Code of 1986, as amended, and any applicable regulations
promulgated thereunder.
(c)
“
Committee ” means a committee of
the Board duly appointed to administer the Plan and having such
powers as shall be specified by the Board. Unless the powers of the
Committee have been specifically limited, the Committee shall have
all of the powers of the Board granted herein, including, without
limitation, the power to amend or terminate the Plan at any time,
subject to the terms of the Plan and any applicable limitations
imposed by law.
(d)
“
Company ” means Adobe Systems
Incorporated, a Delaware corporation, or any successor corporation
thereto.
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(e)
“
Consultant ” means any person,
including an advisor, engaged by a Participating Company to render
services other than as an Employee or a Director.
(f)
“
Director ” means a member of
the Board or the board of directors of any other Participating
Company.
(g)
“
Employee ” means any person
treated as an employee (including an officer or a Director who is
also treated as an employee) in the records of a Participating
Company; provided, however, that neither service as a Director nor
payment of a director’s fee shall be sufficient to constitute
employment for purposes of the Plan.
(h)
“
Exchange Act ” means the Securities
Exchange Act of 1934, as amended.
(i)
“
Fair Market Value
” means,
as of any date, if there is then a public market for the Stock, the
closing price of the Stock (or the mean of the closing bid and
asked prices of the Stock if the Stock is so reported instead) as
reported on the National Association of Securities Dealers
Automated Quotation (“ Nasdaq ”) System, the Nasdaq
National Market System or such other national or regional
securities exchange or market system constituting the primary
market for the Stock. If the relevant date does not fall on a day
on which the Stock is trading on Nasdaq, the Nasdaq National Market
System or other national or regional securities exchange or market
system, the date on which the Fair Market Value shall be
established shall be the last day on which the Stock was so traded
prior to the relevant date. If there is then no public market for
the Stock, the Fair Market Value on any relevant date shall be as
determined by the Board without regard to any restriction other
than a restriction which, by its terms, will never
lapse.
(j)
“
Option ” means a right to
purchase Stock (subject to adjustment as provided in
Section 4.2) pursuant to the terms and conditions of the
Plan.
(k)
“
Optionee ” means a person who
has been granted one or more Options.
(l)
“
Option Agreement ” means a written
agreement between the Company and an Optionee setting forth the
terms, conditions and restrictions of the Option granted to the
Optionee.
(m)
“
Outside Director ” means a Director of
the Company who is not an officer of the Company, an Employee, or a
Consultant.
(n)
“
Parent Corporation
” means
any present or future “parent corporation” of the
Company, as defined in Section 424(e) of the
Code.
(o)
“
Participating Company
” means
the Company or any Parent Corporation or Subsidiary
Corporation.
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(p)
“
Participating Company Group
” means, at
any point in time, all corporations collectively which are then
Participating Companies.
(q)
“
Rule 16b-3 ” means
Rule 16b-3 as promulgated under the Exchange Act, as amended
from time to time, or any successor rule or
regulation.
(r)
“
Service ” means the
Optionee’s service as a Director.
(s)
“
Stock ” means the common
stock of the Company, as adjusted from time to time in accordance
with Section 4.2.
(t)
“
Subsidiary Corporation
” means
any present or future “subsidiary corporation” of the
Company, as defined in Section 424(f) of the
Code.
2.2
Construction.
Captions and
titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of the Plan.
Except when otherwise indicated by the context, the singular shall
include the plural, the plural shall include the singular, and use
of the term “or” shall not be exclusive.
3.
Administration
.
3.1
Administration by the
Board. The Plan shall be
administered by the Board, including any duly appointed Committee
of the Board. All questions of interpretation of the Plan or of any
Option shall be determined by the Board, and such determinations
shall be final and binding upon all persons having an interest in
the Plan or such Option. Any officer of a Participating Company
shall have the authority to act on behalf of the Company with
respect to any matter, right, obligation, determination or election
which is the responsibility of or which is allocated to the Company
herein, provided the officer has apparent authority with respect to
such matter, right, obligation, determination or
election.
3.2
Limitations on Authority of the
Board. Except as otherwise provided
herein, the Board shall have no authority, discretion, or power to
select the Outside Directors who will receive Options, to set the
exercise price of the Options, to determine the number of shares of
Stock to be subject to an Option or the time at which an Option
shall be granted, to establish the duration of an Option, or to
alter any other terms or conditions specified in the Plan, except
in the sense of administering the Plan subject to the provisions of
the Plan.
4.
Shares Subject to Plan
.
4.1
Maximum Number of Shares
Issuable. Subject to adjustment as
provided in Section 4.2, the maximum aggregate number of
shares of Stock that may be issued under the Plan shall be
three million two hundred fifty thousand (3,250,000) and shall
consist of authorized but unissued shares or reacquired shares of
Stock or any combination thereof. If an outstanding Option for any
reason expires or is terminated or canceled or shares of Stock
acquired, subject to repurchase, upon the exercise of
an
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Option are repurchased by
the Company, the shares of Stock allocable to the unexercised
portion of such Option, or such repurchased shares of Stock, shall
again be available for issuance under the Plan.
4.2
Adjustments for Changes in
Capital Structure. In the event of any stock
dividend, stock split, reverse stock split, recapitalization,
combination, reclassification or similar change in the capital
structure of the Company, appropriate adjustments shall be made in
the number and class of shares subject to the Plan, and to any
outstanding Options, and in the exercise price of any outstanding
Options. For any changes in capital structure made after
April 12, 2001, no adjustments shall be made in the number and
class of shares subject to the “Initial Option” or
“Annual Option” (as defined in Section 6.1). If a
majority of the shares which are of the same class as the
shares that are subject to outstanding Options are exchanged for,
converted into, or otherwise become (whether or not pursuant to a
Transfer of Control as defined in Section 8.1) shares of
another corporation (the “ New Shares ”), the Board
may unilaterally amend the outstanding Options to provide that
such Options are exercisable for New Shares. In the event of any
such amendment, the number of shares subject to, and the exercise
price of, the outstanding Options shall be adjusted in a fair and
equitable manner as determined by the Board, in its sole
discretion. Notwithstanding the foregoing, any fractional share
resulting from an adjustment pursuant to this Section 4.2
shall be rounded down to the nearest whole number, and in no event
may the exercise price of any Option be decreased to an amount
less than the par value, if any, of the stock subject to the
Option.
5.
Eligibility and Type of
Options.
5.1
Persons Eligible for
Options. An Option shall be granted
only to a person who, at the time of grant, is an Outside
Director.
5.2
Options Authorized.
Options shall be
nonstatutory stock options; that is, options which are not treated
as incentive stock options within the meaning of
Section 422(b) of the Code.
6.
Terms and Conditions of
Options .
Options shall be
evidenced by Option Agreements specifying the number of shares of
Stock covered thereby, in such form as the Board shall from
time to time establish.
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