EXHIBIT 10.1

ADOBE SYSTEMS INCORPORATED

2014 EXECUTIVE SEVERANCE PLAN

IN THE EVENT OF A CHANGE OF CONTROL

Effective as of December 13, 2014

Adobe Systems Incorporated, a Delaware corporation (the “ Company ”) has adopted this 2014 Executive Severance Plan in the Event of a Change of Control (the “ Plan ”), effective as of December 13, 2014, for the benefit of certain key employees of the Participating Company Group.

The Company considers it essential to the best interests of its stockholders to take reasonable steps to retain its key management personnel. Further, the Executive Compensation Committee (the “ ECC ”) of the Board of Directors of the Company (the “ Board ”) recognizes that the uncertainty and questions which might arise among management in the context of a Change of Control of the Company could result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

The ECC has determined, therefore, that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of the members of management of the Company to their assigned duties without distraction in the face of potentially disturbing circumstances arising from any possible Change of Control of the Company.

The Company hereby adopts this Plan for the benefit of its employees who are eligible as provided in the Plan.

Section 1. Definitions .

1.1      “ Accounting Firm ” shall mean the Company’s independent accountants or, if such firm is unable or unwilling to perform the calculations required under this Plan, such other national accounting firm as shall be designated by agreement between the Participant to whom Section 3.1 applies and the Company.

1.2      “ Actual Award ” shall have the meaning in the applicable Performance Share Program, as amended by Section 2.4 below.

1.3      “ Base Salary ” shall mean the Participant’s annual base salary as in effect during the last regularly scheduled payroll period immediately preceding such Participant’s Date of Termination. Base Salary does not include any bonuses, commissions, fringe benefits, overtime, car allowances, other irregular payments or any other compensation except base salary.

1.4      “ Cause ” shall mean: (i) theft, dishonesty or falsification of any employment or Participating Company Group records, (ii) improper disclosure of a Participating Company’s material confidential or proprietary information, (iii) any intentional act by such Participant which has a material detrimental effect on the Participating Company Group’s reputation or business, (iv) continued failure to perform any reasonably assigned duties, which failure is not cured with in thirty (30) days following written notice of such failure from the Participating Company, (v) gross misconduct or (vi) felony conviction. 

1.5      “ Certification Date ” shall have the meaning set forth in the applicable Performance Share Program.

1.6      “ Change of Control ” shall mean:

(a)      any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity or person, or any syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange Act, is or becomes the “beneficial owner” (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of the Company during a period of twelve (12) consecutive months ending on the date of the most recent acquisition by such person or persons, representing 30% or more of the combined voting power of the Company’s then outstanding securities;

(b)      during any period of twelve (12) consecutive months (not including any period prior to the Effective Date), a majority of the members of the Board is replaced by directors whose appointment or election by the Board or nomination for election by the Company’s stockholders was not approved by a vote of a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved;

(c)      there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company (a “ Transaction ”), with respect to which the stockholders of the Company immediately prior to such Transaction do not, immediately after the Transaction, own securities representing at least 50% of the combined voting power of the Company, a parent of the Company or other surviving entity resulting from such Transaction (counting, for this purpose, only those securities held by the Company’s stockholders immediately after the Transaction that were received in exchange for, or represent their continuing ownership of, securities of the Company held by them immediately prior to the Transaction), provided that the acquisition of additional securities of the Company by a person or more than one person acting as a group considered to own more than 50% of the combined voting power of the Company will not constitute a Change of Control under this subsection (c); or

(d)      all or substantially all of the assets of the Company are acquired by any one person, or more than one person acting as a group within a period of twelve (12) months ending on the date of the most recent acquisition by such person or persons (provided that in no event will an acquisition of assets of the Company having a total gross fair market value less than 40 percent (40%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition(s) be considered a Change of Control for purposes of this subsection (d)). For purposes of this subsection (d), gross fair market value means the value of the assets of the Company, or the value of the assets being acquired, as applicable, determined without regard to any liabilities associated with such assets.

Notwithstanding the foregoing, a transaction will not be deemed a Change of Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

1.7      “ Change of Control Date ” shall mean the date on which the first Change of Control occurs following the Effective Date. Notwithstanding the first sentence of this

definition, in the event of a Participant’s Pre‑CIC Termination, “Change of Control Date” shall mean the date of such Participant’s termination of employment.

1.8      “ Code ” shall mean the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

1.9      “ Committee ” shall mean the Executive Severance Plan Administrative Committee responsible for administering the Plan as provided in Section 4.

1.10      “ Common Stock ” shall mean the common stock of the Company.

1.11      “ Company ” means Adobe Systems Incorporated, a Delaware Corporation, and, except in determining under Section 1.4 hereof whether or not any Change of Control has occurred, shall include any successor to its business and/or assets.

1.12      “ Date of Acceleration ” shall mean, (i) with respect to an Involuntary Termination other than a Pre‑CIC Termination, the Date of Termination, and (ii) with respect to a Pre‑CIC Termination, the date of the Change of Control.

1.13      “ Date of Termination ” shall mean the date of a Participant’s termination of employment with the Participating Company Group as determined in accordance with Section 2.7.

1.14      “ Disability ” shall mean the Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under the Participating Company Group’s accident and health plan; (iii) deemed totally disabled by the Social Security Administration; or (iv) determined to be disabled in accordance with the Participating Company’s disability insurance program under which the definition of a disability complies with the requirements under Treasury Regulation Section 1.409A‑3(i)(4). Any question as to the existence of a Participant’s Disability pursuant to clause (i) or clause (ii) upon which the Participant and the Participating Company Group cannot agree shall be determined by a qualified independent physician selected by the Participant (or, if the Participant is unable to make such selection, such selection shall be made by any adult member of the Participant’s immediate family), and approved by the Participating Company Group. The determination of such physician made in writing to the Participating Company Group and to the Participant shall be final and conclusive for all purposes of this Plan.

1.15      “ Effective Date ” shall mean December 13, 2014.

1.16      “ Equity Awards ” shall mean options, stock appreciation rights, stock purchase rights, restricted stock units, restricted stock, stock bonuses and other awards which consist of, or relate to, equity securities of the Company, other than Performance Awards, in each case which have been granted to a Participant under the Equity Plans. For purposes of this Plan, Equity Awards shall also include any shares of common stock or other securities issued pursuant to the terms of an Equity Award.

1.17      “ Equity Plans ” shall mean the Adobe Systems Incorporated 1994 Amended Performance and Restricted Stock Plan, the Adobe Systems Incorporated 2003 Equity Incentive Plan, the Adobe Systems Incorporated 2005 Equity Incentive Assumption Plan, and any other equity-based incentive plan or arrangement adopted or assumed by the Company, and any future equity-based incentive plan or arrangement adopted or assumed by the Company, but shall not include the Adobe Systems Incorporated 1997 Employee Stock Purchase Plan or any other plan intended to be qualified under Section 423 of the Code.

1.18      “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.19      “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and any successor provisions thereto.

1.20      “ Good Reason ” shall mean a Participant’s resignation of employment during the Term as a result of any of the following:

(a)      For Group I Participants

(i)      A meaningful and detrimental alteration in such Participant’s position, titles, or the nature of status and responsibilities (including reporting responsibilities) from those in effect immediately prior to the Change of Control Date;

(ii)      A material reduction by the Participating Company Group in such Participant’s Base Salary as in effect immediately prior to the Change of Control Date or as the same may be increased from time to time thereafter or a material reduction in the target incentive opportunity percentage used to determine such Participant’s Target Bonus below the percentage in effect immediately prior to the Change of Control Date;

(iii)      The relocation of the office of the Participating Company where such Participant is primarily employed immediately prior to the Change of Control Date (the “ COC Location ”) to a location which is more than fifty (50) miles away from the COC Location or the Participating Company’s requiring such Participant to be based more than fifty (50) miles away from the COC Location (except for required travel on the Participating Company’s business to an extent substantially consistent with the Participant’s customary business travel obligations in the ordinary course of business prior to the Change of Control Date);

(iv)      The failure by the Participating Company Group to pay or provide to such Participant with any material item of compensation or benefits promptly when due;

(v)      The failure of the Participating Company Group to obtain an agreement from any successor to assume and agree to perform the obligations of this Plan, as contemplated in Section 8.1 hereof or, if the business for which such Participant’s services are principally performed is sold at any time after a Change of Control, the failure of the Participating Company Group to obtain such an agreement from the purchaser of such business; or

(vi)      A material breach by the Participating Company Group of the provisions of this Plan.

(b)      For Group II Participants

(i)      A material reduction in such Participant’s duties or the nature or status of responsibilities from those in effect immediately prior to the Change of Control Date (it being presumed for purposes of this Plan that a reduction of a Participant’s job level to a level more than one level below such Participant’s job level immediately prior to the Change of Control Date shall constitute a material reduction in his or her duties or nature or status of responsibilities);

(ii)      A material reduction by the Participating Company Group in such Participant’s Base Salary as in effect immediately prior to the Change of Control Date or as the same may be increased from time to time thereafter or a material reduction in the target incentive opportunity percentage used to determine such Participant’s Target Bonus below the percentage in effect immediately prior to the Change of Control Date;

(iii)      The relocation of the COC Location to a location which is more than fifty (50) miles away from the COC Location or the Participating Company’s requiring such Participant to be based more than fifty (50) miles away from the COC Location (except for required travel on the Participating Company’s business to an extent substantially consistent with the Participant’s customary business travel obligations in the ordinary course of business prior to the Change of Control Date);

(iv)      The failure by the Participating Company Group to pay or provide to such Participant with any material item of compensation or benefits promptly when due;

(v)      The failure of the Participating Company Group to obtain an agreement from any successor to assume and agree to perform the obligations of this Plan, as contemplated in Section 8.1 hereof or, if the business for which such Participant’s services are principally performed is sold at any time after a Change of Control, the failure of the Participating Company Group to obtain such an agreement from the purchaser of such business; or

(vi)      A material breach by the Participating Company Group of the provisions of this Plan.

Notwithstanding the foregoing, any event described above in subsection (a) with respect to Group I Participants or subsection (b) with respect to Group II Participants shall not constitute Good Reason unless (A) it is communicated by the Participant to the Participating Company in writing within ninety (90) days following the initial existence of such event and is not corrected by the Participating Company in a manner which is reasonably satisfactory to the Participant (including full retroactive correction with respect to any monetary matter) within thirty (30) days of the Participating Company’s receipt of such written notice from the Participant, and (B) the Participant’s resignation of employment occurs within ninety (90) days following the expiration of such Company cure period described in clause (A) above.

1.21      “ Group I Participant ” shall mean each senior management employee of a Participating Company who (i) is on the U.S. payroll, and (ii) as of the Change of Control Date is classified by the Company in its personnel records as a Senior Vice President (or any more senior role) of the Company.

1.22      “ Group II Participant ” shall mean each senior management employee of a Participating Company who (i) is on the U.S. payroll, and (ii) as of the Change of Control Date is classified by the Company in its personnel records as a Vice President (or such other position

determined by the Company prior to the Change of Control as equivalent thereto) of the Company.

1.23      “ Involuntary Termination ” shall mean a Participant’s Separation from Service as a result of either (i) a Participant’s involuntary termination of employment with the Participating Company Group during the Term other than for death, Disability or Cause or (ii) a Participant’s resignation of employment with the Participating Company Group during the Term for Good Reason.

1.24      “ Notice of Termination ” shall mean the notice specified in Section 2.7.

1.25      “ Participating Company Group ” shall mean the Company and any present or future United States parent and/or United States direct or indirect subsidiary corporations of the Company that have been designated by the ECC as a “Participating Company” for purposes of this Plan (all of which along with the Company being individually referred to as a “ Participating Company ” and collectively referred to as the “Participating Company Group”). For purposes of this Plan, a parent or subsidiary corporation shall be defined in Sections 424(e) and 424(f) of the Code and shall include entities related to the Company by similar ownership levels that are not corporations.

1.26      “ Participant ” shall mean each Group I Participant and each Group II Participant.

1.27      “ Performance Awards ” shall have the meaning set forth in the applicable Equity Plan, and shall include without limitation, awards of performance-based restricted stock, performance-based restricted stock units, performance-based stock options and performance-based cash awards.

1.28      “ Performance Period ” shall have the meaning set forth in the applicable Performance Share Program and underlying Equity Plan.

1.29      “ Performance Share Program ” shall mean the specific terms of Performance Awards adopted from time to time by the Company with respect to a specified Performance Period.

1.30      “ Plan ” shall mean this Adobe Systems Incorporated 2014 Executive Severance Plan In the Event of a Change of Control, as may be amended from time to time.

1.31      “ Plan Administrator ” shall mean the Committee, that is, the individual(s) selected to control and manage the operation and administration of the Plan.

1.32      “ Pre‑CIC Termination ” shall mean the Participant’s Involuntary Termination that occurs on or after the date that is three (3) months prior to the first Change of Control to occur following the Effective Date but before the date of the Change of Control, provided that such Change of Control is completed.

1.33      “ Reference Bonus ” shall mean the Target Bonus applicable to a Participant for the year in which such Participant’s Involuntary Termination occurs.

1.34      “ Reference Salary ” shall mean the annual rate of a Participant’s Base Salary from the Participating Company Group in effect immediately prior to the date of such Participant’s Involuntary Termination.

1.35      “ Regulations ” shall mean the proposed, temporary and final regulations under Section 280G of the Code or any successor provision thereto.

1.36      “ Section 409A Limit ” shall mean two (2) times the lesser of: (i) the Participant’s annualized compensation based upon the annual rate of pay paid to the Participant during the Participant’s taxable year preceding the Participant’s taxable year of the Participant’s termination of employment as determined under, and with such adjustments as are set forth in, Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Participant’s employment is terminated.

1.37      “ Separation from Service ” shall have the meaning set forth in Treasury Regulation Section 1.409A-1(h), without reference to any alternative definitions thereunder.

1.38      “ Severance Benefits ” shall mean those benefits provided to a Participant under this Plan on account of a Change of Control, as determined in accordance with Section 2.2, 2.3, 2.4 and 2.5 after the execution of the Release (as defined in Section 9 below) as required by Section 9.

1.39      “ Severance Multiple ” shall mean (a) 2.0x with respect to Group I Participants, and (b) 1.5x with respect to Group II Participants.

1.40      “ Target Bonus ” shall mean an amount equal to (i) a Participant’s Base Salary multiplied by such Participant’s target incentive opportunity percentage under the Participating Company’s Annual Incentive Plan (or any successor plan then in effect), and (ii) target commissions.

1.41      “ Term ” shall mean the period of a Participant’s employment that commences on the date three (3) months prior to the first Change of Control to occur after the Effective Date and shall continue until the first anniversary of the Change of Control.

Section 2.      Severance Benefits . In the event of a Participant’s Involuntary Termination, the terminated Participant shall be entitled to the following:

2.1      Payment of Accrued Compensation . The Company shall pay to such terminated Participant within five (5) days of the Date of Termination, or such earlier date as may be required by applicable law, the full amount of all accrued but unpaid vacation, expense reimbursements, wages and other benefits due to such terminated Participant under any Participating Company‑provided plans, policies and arrangements.

2.2      Payment of Cash Severance . Subject to execution of the Release described in Section 9 below, the terminated Participant will receive the following cash benefits:

(a)      The Company shall pay to such terminated Participant the full amount of any bonus that the Participant earned for the year prior to the year in which the Involuntary Termination occurs based on actual Company and individual performance, to the extent such bonus has not been paid prior to the Date of Termination. Except as otherwise provided in Sections 2.10 and 3.1 below, these cash payments will be made in a lump sum (x) on the 60th day following the Participant’s Involuntary Termination, or (y) in the case of a Pre‑CIC Termination, on the 60th day following the completion of the Change of Control.

(b)      In addition, the Company shall pay to such terminated Participant an amount equal to the product of (a) the sum of such terminated Participant’s Reference Salary and Reference Bonus, multiplied by (b) such terminated Participant’s Severance Multiple. This severance payment shall be in lieu of any other cash severance payments which such terminated Participant is entitled to receive under any other notice or severance pay and/or retention plan or

arrangement sponsored by any Participating Company. Except as otherwise provided in Sections 2.10 and 3.1 below, these cash payments will be made in a lump sum (x) on the 60th day following the Participant’s Involuntary Termination, or (y) in the case of a Pre‑CIC Termination, on the 60th day following the completion of the Change of Control.

2.3      Vesting and Exercise of Equity Awards . Subject to execution of the Release as described in Section 9 below, and notwithstanding anything to the contrary contained in an applicable Equity Award agreement, all Equity Awards held by a terminated Participant shall vest in full and, in the case of stock options, shall become fully exercisable, as of: (i) with respect to an Involuntary Termination other than a Pre‑CIC Termination, the Date of Termination, and (ii) with respect to a Pre‑CIC Termination, immediately prior to the Change of Control, except as otherwise provided in Sections 2.10 and 3.1 below. For the avoidance of doubt, if a Pre‑CIC Termination occurs, then any unvested portion of the terminated Participant’s Equity Awards will remain outstanding until the date that the Change of Control occurs (provided that in no event will the terminated Participant’s stock options or similar Equity Awards remain outstanding beyond the Equity Award’s maximum term to expiration). In the event that the proposed Change of Control is terminated without having been completed, any unvested portion of the terminated Participant’s Equity Awards automatically will be forfeited permanently without having vested. To the extent not otherwise specified in the applicable Equity Award agreement, and except as otherwise provided in Sections 2.10 and 3.1 below, these Equity Awards that are restricted stock units or similar awards that vest under this Section 2.3 will be settled on the 30th day following the Date of Acceleration. Notwithstanding anything in this Plan to the contrary, in no event shall the vesting and exercisability provisions applicable to a terminated Participant under the terms of an Equity Award be less favorable to such Participant than the terms and provisions of such awards in effect as of the Change of Control Date.

2.4      Vesting of Performance Awards . Subject to execution of the Release as described in Section 9 below, and except as otherwise provided in Sections 2.10 and 3.1 below, (i) with respect to Performance Awards in connection with an Involuntary Termination other than a Pre-CIC Termination, the Actual Award credited to the terminated Participant under the Performance Share Program through the Date of Termination shall vest in full as of the Date of Termination, and (ii) with respect to Performance Awards in connection with a Pre‑CIC Termination, any unvested portion of the terminated Participant’s Performance Awards will remain outstanding until the date that the Change of Control occurs and the Actual Award credited to the terminated Participant under the Performance Share Program shall be determined immediately prior to the Change of Control and shall immediately vest upon such determination. For the avoidance of doubt, the amount of the Actual Award that is credited under the Performance Share Program shall be determined in accordance with the terms and conditions set forth in the Performance Share Program and to the extent the award would otherwise be subject to vesting based on continued service to the Company or its affiliates following the date goals relating to the award are determined to have been achieved, the award shall vest in full so that the service-based vesting requirements do not apply to the terminated Participant. In the event that the proposed Change of Control is terminated without having been completed, any unvested portion of the terminated Participant’s Performance Awards automatically will terminate immediately without having vested and never will become vested. To the extent not otherwise specified in the applicable Performance Award agreement, and except as otherwise provided in Sections 2.10 and 3.1 below, Performance Awards that are restricted stock units or similar awards that vest under this Section 2.4 will be settled on the 30th day following the Date of Acceleration. Notwithstanding anything in this Plan to the contrary, in no event shall the vesting and exercisability provisions applicable to a terminated Participant under the terms of a

Performance Awards agreement be less favorable to such Participant than the terms and provisions of such awards in effect as of the Change of Control Date.

2.5      Benefits Continuation . Subject to execution of the Release as described in Section 9 below, and subject to the terminated Participant and/or his or her eligible dependents electing continued medical insurance coverage in accordance with the applicable provisions of state and federal law (commonly referred to as “ COBRA ”), the Company shall pay the Participant’s COBRA premiums directly to the applicable COBRA provider, as and when due (including premiums for the Participant and his or her eligible dependents who have elected and remain enrolled in such COBRA coverage) until the earlier of (i) the last month in which the Participant and his or her eligible dependents are eligible for and enrolled in such COBRA coverage (and not otherwise covered by another employer’s group health plan that does not impose an applicable preexisting condition exclusion) and (ii) the period of years equal to the Participant’s Severance Multiple, measured from the termination date (but in no event longer than the period in which the Participant and his dependents are eligible for COBRA) (such period, the “ COBRA Benefit Period ”). For the avoidance of doubt, if a Pre‑CIC Termination occurs, (i) the terminated Participant will be solely responsible for timely payment of your COBRA premiums through the date that the Change of Control occurs, (ii) on the 60 ^th day following completion of the Change of Control, the Participating Company Group will provide a lump sum reimbursement payment to the terminated Participant for the aggregate amount of the COBRA premiums that the Participating Company Group otherwise would have been responsible to pay on the terminated Participant’s behalf for the COBRA Benefit Period occurring prior to the Change of Control (the “ COBRA Reimbursement ”), and (iii) any COBRA premiums that the Participating Company Group is obligated to pay during the COBRA Benefit Period occurring on and after the Change of Control will be paid by the Participating Company Group. In the event the terminated Participant becomes covered under another employer’s group health plan (other than a plan which imposes a preexisting condition exclusion unless the preexisting condition exclusion does not apply) or otherwise ceases to be eligible for COBRA during the period provided in this Section 2.5, the Participant must immediately notify the Company of such event, and the COBRA Benefit Period will end as of such date and the Company shall cease payment under this paragraph, provided that in the case of a Pre‑CIC Termination, the Participating Company Group will provide any COBRA Reimbursement for the duration that the COBRA Benefit Remained in effect prior to the Change of Control. Notwithstanding the above, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA benefits without potentially violating applicable law, the Company shall in lieu thereof provide to the Participant a taxable lump sum payment on the sixtieth (60 ^th ) day following the Participant’s Involuntary Termination (which shall not be grossed up for applicable income and employment taxes) in an amount equal to the monthly COBRA premium that the Participant would be required to pay to continue group health coverage in effect on the Date of Termination (which amount will be based on the premium for the first month of COBRA coverage) during the period equal to the lesser of (a) eighteen (18) months or (b) the Participant’s Severance Multiple, which payment will be made regardless of whether the Participant elects COBRA continuation coverage.

2.6      Other Benefit Plans . A terminated Participant’s participation and rights in other benefit plans as may be provided by the Participating Company Group at the time of his/her Involuntary Termination shall be governed solely by the terms and conditions of such plans, if any.

2.7      Notice of Termination . Any termination of a Participant’s employment by a Participating Company or by such Participant during the Term shall be communicated by a notice of termination to the other party hereto (the “ Notice of Termination ”). The Notice of Termination shall indicate the specific termination provision in this Plan relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant’s employment under the provision so indicated.

2.8      No Mitigation or Offset . A terminated Participant shall not be required to mitigate the amount of any payment provided for in this Plan by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Plan be reduced (except as set forth in Section 2.5 above) by any compensation earned by such a terminated Participant as the result of employment by another employer or by retirement benefits paid by the Participating Company Group or another employer after the Date of Termination or otherwise.

2.9      Withholding . Amounts paid to a Participant hereunder shall be subject to all applicable federal, state and local withholding taxes.

2.10      Application of Section 409A .

(a)      Notwithstanding anything to the contrary in this Plan, no severance payments or benefits to be paid or provided to a Participant, if any, under this Plan that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“ Section 409A ”) (together, the “ Deferred Payments ”) will be paid or provided until the Participant has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to a Participant, if any, under this Plan that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A‑1(b)(9) will be payable until the Participant has a Separation from Service.

(b)      It is intended that none of the severance payments or benefits under this Plan will constitute Deferred Payments but rather will be exempt from or otherwise complies with Section 409A. In no event will a Participant have discretion to determine the taxable year of payment of any Deferred Payment. Any severance payments or benefits under this Plan that would be considered Deferred Payments will not be paid until the sixtieth (60 ^th ) day following the Participant’s Separation from Service, or if later, such time as required by subsection (c) below. Further, except as required by subsection (c) below, any severance payments or benefits that would have been made to the Participant during the sixty (60) day period immediately following the Participant’s Separation from Service but for the preceding sentence will be paid to the Participant on the sixtieth (60 ^th ) day following the Participant’s Separation from Service and any remaining payments will be made as provided in this Plan.

(c)      Notwithstanding anything to the contrary in this Plan, if a Participant is a “specified employee” within the meaning of Section 409A at the time of the Participant’s Separation from Service (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following the Participant’s Separation from Service, will become payable on the date six (6) months and one (1) day following the date of the Participant’s Separation from Service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of the Participant’s death following the Participant’s Separation from Service, but before the six (6) month anniversary of the Separation from Service, then any payments delayed in accordance with this paragraph will be payable in a lump

sum as soon as administratively practicable after the date of the Participant’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Plan is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations.

(d)      Any amount paid under this Plan that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of subsection (a) above.

(e)      Any amount paid under this Plan that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments for purposes of subsection (a) above.

(f)      The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the payments and benefits to be provided under the Plan will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be exempt. Notwithstanding anything to the contrary in the Plan, including but not limited to Section 4, the Company reserves the right to amend the Plan as it deems necessary or advisable, in its sole discretion and without the consent of the Participants, to comply with Section 409A or to avoid income recognition under Section 409A prior to the actual payment of benefits under the Plan or imposition of any additional tax. In no event will the Company reimburse a Participant for any taxes that may be imposed on the Participant as result of Section 409A.

Section 3.      Limitation on Payment of Benefits .

3.1      Parachute Payments . In the event that it is determined by the Accounting Firm that any amount payable to a Participant under this Plan, alone or when aggregated with any other amount payable or benefit provided to such Participant pursuant to any other plan or arrangement of the Participating Company Group, would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, then notwithstanding the other provisions of this Plan, Participant’s payments and benefits under the Plan or other payments and benefits (the “ 280G Amounts ”) will be either (a) delivered in full, or (b) delivered as to such lesser extent that would result in no portion of the 280G Amounts being subject to the excise tax under Code Section 4999, whichever of the foregoing amounts determined under clause (a) and clause (b), taking into account the applicable federal, state and local income taxes and the excise tax imposed by Code Section 4999, results in the receipt by the Participant on an after‑tax basis, of the greatest amount of 280G Amounts, notwithstanding that all or some portion of the 280G Amounts may be taxable under Code Section 4999. The Company shall request a determination in writing by the Accounting Firm of whether the full amount of the payments to the Participant, or a lesser amount, will result in the greatest after-tax benefit to the Participant. As soon as practicable thereafter, the Accounting Firm shall determine and report to the Company and the Participant the amount of such payments and benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the Accounting Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably request in order to make their required determination. The Company shall bear all fees and expenses the Accounting Firm may reasonably charge in connection with its services contemplated by this Section. If a reduced amount of the payments will give rise to the greatest after tax benefit, the reduction in the

payments and benefits shall occur in the following order: (i) reduction of cash payments; (ii) cancellation of accelerated vesting of equity awards (including Performance Awards) other than stock options; (iii) cancellation of accelerated vesting of stock options; and (iv) reduction of other benefits paid to the Participant. Within any such category of payments and benefits (that is, (i), (ii), (iii) or (iv)), a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Code Section 409A and then with respect to amounts that are. In the event that acceleration of compensation from the Participant’s equity awards (including Performance Awards) is to be reduced, such acceleration of vesting shall be canceled, subject to the immediately preceding sentence, in the reverse order of the date of grant. In no event will the Participant have any discretion with respect to the ordering of the reductions of payments and benefits.

3.2      Non-Duplication of Benefits . Notwithstanding any other provision in the Plan to the contrary, the benefits provided hereunder shall be in lieu of any other severance plan and/or retention agreement benefits provided by any Participating Company. The Severance Benefits and other benefits provided under this Plan shall be reduced by any severance paid or provided to a Participant by a Participating Company under any other plan or arrangement, including any pay in lieu of notice under WARN.

3.3      Indebtedness of Participant . If a Participant is indebted to the Participating Company Group at his or her Date of Termination, the Company reserves the right to offset any benefits under this Plan by the amount of such indebtedness.

Section 4.      Plan Administration, Amendment and Termination .

4.1      Plan Administrative Committee .

(a)      Administration by the Committee . The Plan shall be administered by the Committee.

(b)      Committee Members . The “ Committee ” shall mean the ECC or such other committee of the Board as may be appointed by the Board.

(c)      The members of the Committee (the “ Committee Members ”) shall not receive compensation for their services on the Committee. The Participating Company Group shall indemnify and hold harmless the Committee Members from and against all liabilities, claims, demands and costs, including reasonable attorneys’ fees and expenses of legal proceedings, incurred by the Committee which arise as a result of membership on the Committee.

4.2      Committee Powers and Responsibilities . The Committee shall have all powers necessary to enable it properly to carry out its duties with respect to the complete control of the administration of the Plan. Not in limitation, but in amplification of the foregoing, the Committee shall have the power and authority in its discretion to:

(a)      Construe the Plan to determine all questions that shall arise as to interpretations of the Plan’s provisions, including determination of which individuals are eligible for Severance Benefits, the amount of Severance Benefits to which any employee may be entitled, the determination of which type of Participant any individual is (i.e., Group I Participant or Group II Participant) and all other matters pertaining to the Plan; and

(b)      Adopt amendments to the Plan document which are deemed necessary or desirable to bring these documents into compliance with all applicable laws and regulations, including but not limited to Code Section 409A and the guidance thereunder.

4.3      Decisions of the Committee . Decisions of the Committee made in good faith upon any matter within the scope of its authority shall be final, conclusive and binding upon all persons, including Participants and their legal representatives. Any discretion granted to the Committee shall be exercised in accordance with such rules and policies as may be established by the Committee from time to time.

4.4      Plan Amendment . The Plan may be amended by the Committee (i) as provided by Section 4.2(b) for the purposes specified in Section 4.2(b), (ii) to increase the amount and/or type of Severance Benefits provided by the Plan, and (iii) to extend the Plan termination date as provided in Section 4.5. Except as otherwise provided in this Section 4.4, the Plan may not be amended prior to its termination, or, in the event the Plan is extended as provided in this Section 4.4, the date on which it would have terminated under Section 4.5 had it not been extended.

4.5      Plan Termination . This Plan shall terminate automatically three (3) years from the Effective Date unless extended by the Company or unless a Change of Control shall have occurred prior thereto, in which case the Plan shall terminate following the later of the date which is at least twelve (12) months after the occurrence of a Change of Control or the payment of all Severance Benefits due under the Plan.

Section 5.      Claims, Inquiries and Appeals . Any application or request for benefits, inquiries about the Plan or inquiries about payment or future rights under the Plan must be submitted to the Plan Administrator in writing by an individual (or his or her authorized representative) (the “ Applicant ”) at the following address:

Adobe Systems Incorporated

Attention: Executive Severance Plan Committee

345 Park Avenue

San Jose, CA 95110-2704

5.1      Denial of Claims . The Applicant will be notified within ninety (90) days after the claim is filed whether the claim is allowed or denied, unless the Applicant receives written notice from the Plan Administrator before the end of the ninety (90) day period stating that special circumstances require an extension of the time for decision, such extension not to extend beyond the day which is one hundred eighty (180) days after the day the claim is filed.

5.2      Manner and Content of Denial of Initial Claims . If the Plan Administrator denies a claim, it must provide to the Applicant, in writing or by electronic communication: (a) the specific reasons for the denial; (b) a reference to the Plan provision upon which the denial is based; (c) a description of any additional information or material that the Applicant must provide in order to perfect the claim; (d) an explanation of why such additional material or information is necessary; (e) a description of the Plan’s review procedures and the time limits applicable to such procedures; and (f) a statement of the Applicant’s right to bring a civil action under Section 502(a) of ERISA following a denial on review of the initial denial.

5.3      Appeal of Denied Claim . A request for review of a denied claim must be made in writing to the Plan Administrator within sixty (60) days after receiving notice of denial. The decision upon review will be made within sixty (60) days after the Plan Administrator’s receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision will be rendered not later than one hundred twenty (120) days after receipt of a request for review. A notice of such an extension must be provided to the

Applicant within the initial sixty (60) day period and must explain the special circumstances and provide an expected date of decision. The Plan Administrator will afford the Applicant an opportunity to review and receive, without charge, all relevant documents, information and records and to submit issues and comments in writing to the Plan Administrator. The Plan Administrator will take into account all comments, documents, records and other information submitted by the Applicant relating to the claim regardless of whether the information was submitted or considered in the initial benefit determination.

5.4      Decision on Review . Upon completion of its review of an adverse initial claim determination, the Plan Administrator will give the Applicant, in writing or by electronic notification, a notice containing: (a) its decision; (b) the specific reasons for the decision; (c) the relevant Plan provisions on which its decision is based; (d) a statement that the Applicant is entitled to receive, upon request and without charge, reasonable access to, and copies of, all documents, records and other information in the Plan’s files which is relevant to the Applicant’s claim for benefits; (e) a statement describing the Applicant’s right to bring an action for judicial review under Section 502(a) of ERISA; and (f) if an internal rule, guideline, protocol or other similar criterion was relied upon in making the adverse determination on review, a statement that a copy of the rule, guideline, protocol or other similar criterion will be provided without charge to the Applicant upon request.

5.5      Rules and Procedures . The Plan Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out its responsibilities in reviewing benefit claims. The Plan Administrator may require an Applicant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the Applicant’s own expense.

5.6      Calculation of Time Periods . For purposes of the time periods specified in this Section 5, the period of time during which a benefit determination is required to be made begins at the time a claim is filed in accordance with the Plan procedures without regard to whether all the information necessary to make a decision accompanies the claim. If a period of time is extended due to an Applicant’s failure to submit all information necessary, the period for making the determination will be tolled from the date the notification is sent to the Applicant until the date the Applicant responds.

5.7      Exhaustion of Remedies . No legal action for benefits under the Plan may be brought until the Applicant (a) has submitted a written application for benefits in accordance with this Section 5, (b) has been notified by the Plan Administrator that the application is denied, (c) has filed a written request for a review of the application in accordance with the appeal procedure described in Section 5.3 above and (d) has been notified that the Plan Administrator has denied the appeal. Notwithstanding the foregoing, if the Plan Administrator does not respond to an Applicant’s claim or appeal within the relevant time limits specified in Sections 5.2 and 5.4, the Applicant may proceed with a legal action for benefits.

Section 6.      Legal Fees and Expenses . The Company shall pay or reimburse a Participant for all costs and expenses (including, without limitation, court costs and reasonable legal fees and expenses which reflect common practice with respect to the matters involved) incurred by such Participant as a result of any bona fide claim, action or proceeding (a) arising out of such Participant’s termination of employment during the Term, (b) contesting, disputing or enforcing any right, benefits or obligations under this Plan, or (c) arising out of or challenging the validity, advisability or enforceability of this Plan or any provision thereof (the “ Legal Reimbursements ”). The Legal Reimbursements shall be paid by the Participating Company

Group promptly (but in no event more than five (5) business days) following receipt of a written request for payment or reimbursement, as the case may be. It is intended that each installment of payments under this Section 6 is a separate “payment” for purposes of Section 409A. The Legal Reimbursements also are subject to the following requirements: (i) the Legal Reimbursements are payable only during the Participant’s lifetime, (ii) the expenses that are eligible to be reimbursed to the Participant as Legal Reimbursements during one calendar year may not affect the expenses eligible to be reimbursed to the Participant as Legal Reimbursements during any other calendar year, (iii) in no event will the Legal Reimbursements be provided to the Participant after the last day of the calendar year following the calendar year in which the applicable expense was incurred, and (iv) the right to the Legal Reimbursements is not subject to liquidation or exchange for any other benefit.

Section 7.      Miscellaneous .

7.1      No Contract of Employment . Nothing in this Plan shall be construed as giving any Participant any right to be retained in the employ of the Participating Company Group or shall affect the terms and conditions of a Participant’s employment with the Participating Company Group prior to the commencement of the Term.

7.2      ERISA Plan . This Plan is intended to be (a) an employee welfare plan as defined in Section 3(1) of ERISA and (b) a “top-hat” plan maintained for the benefit of a select group of management or highly compensated employees of the Participating Company Group.

7.3      Source of Payments . All payments provided under this Plan, other than payments made pursuant to any other Participating Company Group employee benefit plan which provides otherwise, shall be paid in cash from the general funds of the Participating Company Group, and no special or separate fund shall be established, and no other segregation of assets made, to assure payment. To the extent that any person acquires a right to receive payments from the Participating Company Group hereunder, such right shall be no greater than the right of an unsecured creditor of the Participating Company Group.

7.4      Notice . For the purpose of this Plan, notices and all other communications provided for in this Plan shall be in writing and shall be deemed to have been duly given when delivered or mailed by overnight courier or United States registered mail, return receipt requested, postage prepaid, addressed to the Executive Severance Plan Administrative Committee, Adobe Systems Incorporated, 345 Park Avenue, San Jose, California 95110-2704, with a copy to the General Counsel of the Company, or to a Participant at the address set forth in the Participating Company Group’s payroll records or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

7.5      Nonalienation of Benefits . No benefit under the Plan may be assigned, transferred, pledged as security for indebtedness or otherwise encumbered by any Participant or subject to any legal process for the payment of any claim against a Participant.

7.6      Validity . The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision of this Plan, which shall remain in full force and effect.

7.7      Headings . The headings contained in this Plan are intended solely for convenience of reference and shall not affect the rights of the parties to this Plan.

7.8      Governing Law . This Plan shall be governed by and construed in accordance with the laws of the State of California to the extent such laws are not preempted by ERISA.

Section 8.      Successors; Binding Agreement .

8.1      Assumption by Successor . The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform the obligations under this Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve the Company of its obligations hereunder. As used in this Section 8, the “Company” shall include the Company as defined in Section 1.11 and any successor to its business and/or assets which assumes and agrees to perform the obligations arising under this Plan by operation of law or otherwise.

8.2      Enforceability; Beneficiaries . This Plan shall be binding upon and inure to the benefit of each Participant (and such Participant’s personal representatives and heirs) and the Company and any organization which succeeds to substantially all of the business or assets of the Company, whether by means of merger, consolidation, acquisition of all or substantially all of the assets of the Company or otherwise, including, without limitation, as a result of a Change of Control or by operation of law. This Plan shall inure to the benefit of and be enforceable by each Participant’ personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If a Participant should die while any amount would still be payable hereunder if such Participant had continued to live, all such amounts, unless otherwise provided herein (for example, Legal Reimbursements are payable only during the Participant’s lifetime), shall be paid in accordance with the terms of this Plan to such Participant’s devisee, legatee or other designee or, if there is no such designee, to such Participant’s estate.

Section 9.      Release of Claims . As a condition to the receipt of Severance Benefits, each Participant must execute and allow to become effective a release of claims in a form satisfactory to the Committee (the “ Release ”), with such execution occurring not prior to the Date of Termination, and with such Release effective not later than (i) 60 days after the Participant’s Separation from Service with respect to an Involuntary Termination other than a Pre‑CIC Termination, or (ii) 60 days after a Change in Control with respect to a Pre‑CIC Termination. The date on which such Release becomes effective is the “ Release Effective Date .” In no event will Severance Benefits be paid to a Participant under this Plan prior to the Release Effective Date. The form of Release shall not cause the Participant to waive or release any claims or rights a Participant may have to be indemnified by the Company under applicable law or the terms of any then-effective indemnification agreement or obligation.

o 0 o

EXHIBIT 10.2

December 5, 2014

Mr. Shantanu Narayen

c/o Adobe Systems Incorporated

345 Park Avenue

San Jose, CA 95110

Retention Agreement

Dear Shantanu:

Adobe Systems Incorporated, a Delaware corporation (the “ Company ”), considers it essential to the best interests of its stockholders to take reasonable steps to retain key management personnel. Further, the Board of Directors of the Company (the “ Board ”) recognizes that the uncertainty and questions which might arise among management in the context of a change in control of the Company could result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

The Board has determined, therefore, that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the management of the Company and its subsidiaries, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from any possible change in control of the Company.

In order to induce you to remain in the employ of the Company, the Company has determined to enter into this updated letter agreement (this “ Agreement ”), which addresses the terms and conditions of your employment in the event of a change in control of the Company, as of the date first set forth above (the “ Effective Date ”), and also amends and restates in its entirety any prior versions of this Agreement. Capitalized words which are not otherwise defined herein shall have the meanings assigned to such words in Section 7 of this Agreement.

1. Term of Employment Under the Agreement . The term of your employment under this Agreement shall commence on the Change in Control Date and shall continue until the second anniversary following the Change in Control (the “ Term ”) .

2.      Employment During the Term . During the Term, the following terms and conditions shall apply to your employment with the Company:

(a)      Titles; Reporting and Duties . Your position, titles, nature and status of responsibilities and reporting obligations shall be no less favorable to you than those that you enjoyed immediately prior to the Change in Control Date.

(b)      Salary and Bonus . Your base salary and annual bonus opportunity may not be reduced, and your base salary shall be periodically reviewed and increased in the manner commensurate with increases awarded to other similarly situated executives of the Company.

(c)      Incentive Compensation . You shall be eligible to participate in each long‑term incentive plan or arrangement established by the Company for its executive employees at your level of seniority (excluding the Investment Partnership, except to the extent

you hold Restricted Units) in accordance with the terms and provisions of such plan or arrangement and at a level consistent with the Company’s practices applicable to you prior to the Change in Control Date.

(d)      Benefits . You shall be eligible to participate in all pension, welfare and fringe benefit plans and arrangements that the Company provides to its executive employees in accordance with the terms of such plans and arrangements, which shall be no less favorable to you, in the aggregate, than the terms and provisions available to other executive employees of the Company.

(e)      Location . You will continue to be employed at a business location in the same metropolitan area in which you were employed prior to the Change in Control Date and the amount of time that you are required to travel for business purposes will not be increased in any significant respect from the amount of business travel required of you prior to the Change in Control Date.

3.      Change in Control or Involuntary Termination During the Term .

(a)      (i) Payment of Wages and Accrued Vacation . In the event of your Involuntary Termination, the Company shall pay to you within five (5) days of the date of such Involuntary Termination, or such earlier date as may be required by applicable law, the full amount of any earned but unpaid base salary through the Date of Termination at the rate in effect at the time of the Notice of Termination, plus a cash payment (calculated on the basis of your Reference Salary) for all unused vacation time which you have accrued as of the Date of Termination.

(ii) Payment of Cash Severance . In the event of your Involuntary Termination, subject to execution of the Release as described in Subsection (h) below, you will receive the following cash benefits:

(1)      The Company shall pay to you a pro rata portion (based on the number of days served in the applicable bonus period) of your target bonus for the year in which such Involuntary Termination occurs, calculated on the assumption that all performance targets have been or will be achieved at target levels, plus the full amount of any bonus that you earned for the year prior to the year in which the Involuntary Termination occurs based on actual Company and individual performance, to the extent such bonus has not been paid prior to the Date of Termination. Except as otherwise provided in Sections 3(f) and 4 below, these cash payments will be made in a lump sum (x) on the 60 ^th day following your Separation from Service, or (y) in the case of a Pre‑CIC Termination, on the 60 ^th day following the completion of the Change in Control.

(2)      In addition, the Company shall pay to you an amount (the “ Severance Payment ”) equal to the product of (A) the sum of your Reference Salary and Reference Bonus, multiplied by (B) two (2) plus one twelfth (1/12 ^th ) for each of your completed years of service with the Company (not in excess of twelve (12)) (the number determined in accordance with the clause (B) being hereinafter referred to as the “ Severance Multiple ”) . This Severance Payment shall be in lieu of any other cash severance payments which you are entitled to receive under any other notice or severance pay and/or retention plan or arrangement sponsored by the Company and its subsidiaries. Except as otherwise provided in Sections 3(f) and 4 below, these Severance Payments will be made in a lump sum (x) on the 60 ^th day following

your Separation from Service, or (y) in the case of a Pre‑CIC Termination, on the 60 ^th  day following the completion of the Change in Control.

(b)      Vesting and Exercise of Equity Awards . Subject to your execution of the Release as described in Subsection (h) below, and notwithstanding anything to the contrary contained in an applicable Equity Award agreement, in the event of a Change in Control, all Equity Awards held by you (x) shall vest in full as of immediately prior to the Change in Control and, (y) in the case of stock options, shall become fully exercisable as of immediately prior to the Change in Control, except as otherwise provided in Sections 3(f) and 4 below. For the avoidance of doubt, if a Pre‑CIC Termination occurs, then any unvested portion of your Equity Awards will remain outstanding until the date that the Change in Control occurs (provided that in no event will your stock options or similar Equity Awards remain outstanding beyond the Equity Award’s maximum term to expiration). In the event that the proposed Change in Control is terminated without having been completed, any unvested portion of your Equity Awards automatically will be forfeited permanently without having vested. Except as otherwise provided in Sections 3(f) and 4 below, these Equity Awards that are restricted stock units or similar awards that vest under this Section 3(b) will be settled on the 30 ^th day following completion of the Change in Control. Notwithstanding anything in this Agreement to the contrary, in no event shall the vesting and exercisability provisions applicable to you under the terms of an Equity Award be less favorable to you than the terms and provisions of such awards in effect as of the Change in Control Date.

(c)      Benefits Continuation . In the event of your Involuntary Termination, and subject to your execution of the Release in the form prescribed by the Company as further described below, and subject to your and/or your eligible dependents’ election of continued medical insurance coverage in accordance with the applicable provisions of federal law (commonly referred to as “ COBRA ”), the Company shall pay your COBRA premiums for the duration of such COBRA coverage, or for the period of years equal to your Severance Multiple, whichever is less (the “ COBRA Benefit Period ”). If your medical coverage immediately prior to your Date of Termination included one or more of your dependents, the Company-paid COBRA premiums shall include the premiums necessary for such dependents as have elected COBRA coverage. For the avoidance of doubt, if a Pre‑CIC Termination occurs, (i) you will be solely responsible for timely payment of your COBRA premiums through the date that the Change in Control occurs, (ii) on the 60 ^th day following completion of the Change in Control, the Company will provide a lump sum reimbursement payment to you for the aggregate amount of the COBRA premiums that the Company otherwise would have been responsible to pay on your behalf for the COBRA Benefit Period occurring prior to the Change in Control (the “ COBRA Reimbursement ”), and (iii) any COBRA premiums that the Company is obligated to pay during the COBRA Benefit Period occurring on and after the Change in Control will be paid by the Company. Notwithstanding the foregoing and notwithstanding the provisions of Section 3(e), in the event that you become covered under another employer’s group health plan (other than a plan which imposes a pre-existing condition exclusion unless the pre-existing condition exclusion does not apply) or otherwise cease to be eligible for COBRA during the period provided in this Section 3(c), the COBRA Benefit Period will end as of such date and the Company shall immediately cease payment of any COBRA premiums hereunder, provided that in the case of a Pre‑CIC Termination, the Company will provide any COBRA Reimbursement for the duration that the COBRA Benefit Period remained in effect prior to the Change in Control.

(d)      Date and Notice of Termination . Any termination of your employment by the Company or by you during the Term shall be communicated by a notice of termination to the

other party hereto (the “ Notice of Termination ”) . The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated. The date of your termination of employment with the Company and its subsidiaries (the “ Date of Termination ”) as used for specified purposes under this Plan (which Date of Termination may be different from the date of Separation from Service) shall be determined as follows: (i) if your employment is terminated for Disability, thirty (30) days after a Notice of Termination is given (provided that you shall not have returned to the full‑time performance of your duties during such thirty (30) day period), (ii) if your employment is terminated by the Company in an Involuntary Termination, five (5) days after the date the Notice of Termination is received by you and (iii) if your employment is terminated by the Company for Cause, the later of the date specified in the Notice of Termination or ten (10) days following the date such notice is received by you. If the basis of your Involuntary Termination is your resignation for Good Reason, the Date of Termination shall be ten (10) days after the date your Notice of Termination is received by the Company. The Date of Termination for a resignation of employment other than for Good Reason shall be the date set forth in the applicable notice, which shall be no earlier than ten (10) days after the date such notice is received by the Company.

(e)      No Mitigation or Offset . You shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned by you as the result of employment by another employer or by pension benefits paid by the Company or another employer after the Date of Termination or otherwise (except as expressly provided in Section 3(c) above).

(f)      Application of Section 409A . It is intended that all of the benefits and payments provided under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A‑1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement and the payments and benefits to be provided hereunder are intended to, and will be construed and implemented so as to, comply in all respects with the applicable provisions of Code Section 409A. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A‑2(b)(2)(iii)), any right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any other provision of this Agreement, to the extent that (i) one or more of the payments or benefits received or to be received by you pursuant to this Agreement would constitute deferred compensation subject to the requirements of Code Section 409A, and (ii) you are a “specified employee” within the meaning of Code Section 409A at the time of Separation from Service, then to the extent delayed commencement of any portion of such payments or benefits is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Code Section 409A, such payments and benefits shall not be provided to you prior to the earliest of (i) the expiration of the six-month period measured from the date of Separation from Service, (ii) the date of your death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation on you. Upon the first business day following the expiration of such applicable Code

Section 409A(a)(2)(B)(i) period, all payments and benefits deferred pursuant to this paragraph shall be paid in a lump sum to you, and any remaining payments and benefits due shall be paid as otherwise provided herein.

(g)      Vesting of Performance Awards . Subject to your execution of the Release as described in Subsection (h) below, and notwithstanding anything to the contrary contained in an applicable Performance Award agreement, and except as otherwise provided in this Section 3(g) and Section 4 below, with respect to all Performance Awards, in the event of a Change in Control, the Actual Award credited to you under the Performance Share Plan as of the Change in Control Date shall vest in full. For the avoidance of doubt, if a Pre-CIC Termination occurs, then any unvested portion of your Performance Awards will remain outstanding until the date that the Change in Control occurs and the Actual Award credited to you under the Performance Share Plan through the Change in Control Date shall vest in full as of immediately prior to the Change in Control. In the event that the proposed Change in Control is terminated without having been completed, any unvested portion of your Performance Awards automatically will terminate immediately without having vested and never will become vested. Except as otherwise provided in Sections 3(f) and 4, these Performance Awards that are restricted stock units or similar awards that vest under this Section 3(g) will be settled on the 30 ^th day following completion of the Change in Control. Notwithstanding anything in this Agreement to the contrary, in no event shall the vesting and exercisability provisions applicable to you under the terms of a Performance Award be less favorable to you than the terms and provisions of such awards in effect as of the Change in Control Date.

(h)      Release of Claims . As a condition to the receipt of the severance payments and benefits upon an Involuntary Termination or Pre‑CIC Termination described in this Section 3, you must execute the Release and allow the Release to become effective, with such execution occurring not prior to the Date of Termination and with such Release effective not later than 60 days after your Separation from Service; provided, however, with respect to the benefits described in Subsections (b) and (g) above relating to your Equity Awards that becomes payable upon a Change in Control but not in connection with a Pre‑CIC Termination, the Release (as minimally modified as necessary to reflect no termination of your employment in connection with the benefits and to eliminate the waiver of any claims under the Age Discrimination in Employment Act of 1967, as amended (ADEA)) with respect to such benefits must become effective not later than 30 days after the completion of the Change in Control. The date on which the Release becomes effective is the “ Release Effective Date .” No benefits under Section 3 will be paid to you prior to the Release Effective Date. The form of Release shall not cause you to waive or release any claims or rights you may have to be indemnified by the Company under applicable law, the Company’s Certificate of Incorporation or Bylaws, or the terms of any then-effective indemnification agreement or obligation.

4.      Limitation on Payments . In the event that it is determined by the Accounting Firm that any amount payable to you under this Agreement, alone or when aggregated with any other amount payable or benefit provided to you pursuant to any other plan or arrangement of the Company, would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, then notwithstanding the other provisions of this Agreement, the amounts payable will not exceed the amount which produces the greatest after-tax benefit to you. For purposes of the foregoing, the greatest after-tax benefit will be determined within thirty (30) days of the occurrence of the event giving rise to such payment to you. The Company shall request a determination in writing by the Accounting Firm of whether the full amount of the payments to

you, or a lesser amount, will result in the greatest after-tax benefit to you. As soon as practicable thereafter, the Accounting Firm shall determine and report to the Company and you the amount of such payments and benefits which would produce the greatest after-tax benefit to you. For the purposes of such determination, the Accounting Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and you shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably request in order to make their required determination. The Company shall bear all fees and expenses the Accounting Firm may reasonably charge in connection with its services contemplated by this Section. If a reduced amount of the payments will give rise to the greatest after tax benefit, the reduction in the payments and benefits shall occur in the following order: (i) reduction of cash payments; (ii) cancellation of accelerated vesting of equity awards (including Performance Awards) other than stock options; (iii) cancellation of accelerated vesting of stock options; and (iv) reduction of other benefits paid to you. Within any such category of payments and benefits (that is, (i), (ii), (iii) or (iv)), a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Code Section 409A and then with respect to amounts that are. In the event that acceleration of compensation from your equity awards (including Performance Awards) is to be reduced, such acceleration of vesting shall be canceled, subject to the immediately preceding sentence, in the reverse order of the date of grant.

5.      Legal Fees and Expenses . The Company shall pay or reimburse you for all costs and expenses (including, without limitation, court costs and reasonable legal fees and expenses which reflect common practice with respect to the matters involved) incurred by you as a result of any bona fide claim, action or proceeding (a) arising out of your termination of employment during the Term, (b) contesting, disputing or enforcing any right, benefits or obligations under this Agreement or (c) arising out of or challenging the validity, advisability or enforceability of this Agreement or any provision thereof (the “ Legal Reimbursements ”). The Legal Reimbursements shall be paid by the Company and its subsidiaries promptly (but in no event more than five (5) business days) following receipt of a written request for payment or reimbursement, as the case may be. It is intended that each installment of payments under this Section 5 is a separate “payment” for purposes of Code Section 409A. The Legal Reimbursements also are subject to the following requirements: (i) the Legal Reimbursements are payable only during your lifetime, (ii) the expenses that are eligible to be reimbursed to you as Legal Reimbursements during one calendar year may not affect the expenses eligible to be reimbursed to you as Legal Reimbursements during any other calendar year, (iii) in no event will the Legal Reimbursements be provided to you after the last day of the calendar year following the calendar year in which the applicable expense was incurred, and (iv) the right to the Legal Reimbursements is not subject to liquidation or exchange for any other benefit.

6.      Successors; Binding Agreement .

(a)      Assumption by Successor . The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve the Company of its obligations hereunder. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its

business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

(b)      Enforceability; Beneficiaries . This Agreement shall be binding upon and inure to the benefit of you (and your personal representatives and heirs) and the Company and any organization which succeeds to substantially all of the business or assets of the Company, whether by means of merger, consolidation, acquisition of all or substantially all of the assets of the Company or otherwise, including, without limitation, as a result of a Change in Control or by operation of law. This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.

7.      Definitions . For purposes of this Agreement, the following capitalized words shall have the meanings set forth below:

“ Accounting Firm ” shall mean KPMG LLP or, if such firm is unable or unwilling to perform the calculations required under this agreement, such other national accounting firm as shall be designated by agreement between you and the Company.

“ Actual Award ” shall have the meaning in the applicable Performance Share Program.

“ Cause ” shall mean a termination of your employment during the Term which is a result of (i) your felony conviction, (ii) your willful disclosure of material trade secrets or other material confidential information related to the business of the Company and its subsidiaries or (iii) your willful and continued failure substantially to perform your same duties with the Company as in existence prior to the Change in Control (other than any such failure resulting from your incapacity due to physical or mental illness or any actual or anticipated failure resulting from a resignation by you for Good Reason) after a written demand for substantial performance is delivered to you by the Board, which demand identifies the specific actions which the Board believes constitute willful and continued failure substantially to perform your duties, and which performance is not substantially corrected by you within ten (10) days of receipt of such demand. For purposes of the previous sentence, no act or failure to act on your part shall be deemed “willful” unless done, or omitted to be done, by you with willful malfeasance or gross negligence and without reasonable belief that your action or omission was not materially adverse to the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4ths) of the entire membership of the board at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in clause (i), (ii) or (iii) of the first sentence of this section and specifying the particulars thereof in detail.

“ Certification Date ” shall have the meaning set forth in the applicable Performance Share Program.

“ Change in Control ” shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement; provided, however, that, anything in this Agreement to the contrary notwithstanding, a Change in Control shall be deemed to have occurred if:

(i)      any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity or person, or any syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange Act, is or becomes the “beneficial owner” (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities entitled to vote in the election of directors of the Company;

(ii)      during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constituted the Board and any new directors, whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least three-fourths (3/4ths) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (the “ Incumbent Directors ”), cease for any reason to constitute a majority thereof;

(iii)      there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company or a subsidiary of the Company (a “ Transaction ”), in each case with respect to which the stockholders of the Company immediately prior to such Transaction do not, immediately after the Transaction, own securities representing more than 50% of the combined voting power of the Company, a parent of the Company or other corporation resulting from such Transaction (counting, for this purpose, only those securities held by the Company’s stockholders immediately after the Transaction that were received in exchange for, or represent their continuing ownership of, securities of the Company held by them immediately prior to the Transaction);

(iv)      all or substantially all of the assets of the Company are sold, liquidated or distributed; or

(v)      there is a “change in control” or a “change in the effective control” of the Company within the meaning of Section 280G of the Code and the Regulations.

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

“ Change in Control Date ” shall mean the date on which the first Change in Control occurs following the Effective Date. Notwithstanding the first sentence of this definition, in the event of a Pre‑CIC Termination, “Change in Control Date” shall mean the date of termination of your employment.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended, and any successor provisions thereto.

“ Common Stock ” shall mean the common stock of the Company.

“ Disability ” shall mean (i) you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; (ii) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under the Company’s accident and health plan; (iii) you are deemed totally disabled by the Social Security Administration; or (iv) you are determined to be disabled in accordance with the Company’s disability insurance program under which the definition of a disability complies with the requirements under Treasury Regulation Section 1.409A‑3(i)(4). Any question as to the existence of your Disability pursuant to clause (i) or clause (ii) upon which you and the Company cannot agree shall be determined by a qualified independent physician selected by you (or, if you are unable to make such selection, such selection shall be made by any adult member of your immediate family), and approved by the Company. The determination of such physician made in writing to the Company and to you shall be final and conclusive for all purposes of this Agreement.

“ Equity Awards ” shall mean options, stock appreciation rights, stock purchase rights, restricted stock, stock bonuses and other awards which consist of, or relate to, equity securities of the Company, other than Performance Awards, in each case which have been granted to you under the Equity Plans. For purposes of this Plan, Equity Awards shall also include any shares of common stock or other securities issued pursuant to the terms of an Equity Award.

“ Equity Plans ” shall mean the Adobe Systems Incorporated 1994 Stock Option Plan, the Adobe Systems Incorporated 1994 Amended Performance and Restricted Stock Plan, the Adobe Systems Incorporated 1999 Nonstatutory Stock Option Plan, the Adobe Systems Incorporated 2003 Equity Incentive Plan, the Adobe Systems Incorporated 2005 Special Purpose Equity Incentive Plan, and any other equity-based incentive plan or arrangement adopted or assumed by the Company, and any future equity-based incentive plan or arrangement adopted or assumed by the Company, but shall not include the Adobe Systems Incorporated 1997 Employee Stock Purchase Plan or any other plan intended to be qualified under Section 423 of the Code.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and any successor provisions thereto.

“ Good Reason ” shall mean a resignation of your employment during the Term as a result of any of the following:

(i)      A meaningful and detrimental alteration in your position, your titles, or the nature or status of your responsibilities (including your reporting responsibilities) from those in effect immediately prior to the Change in Control Date.

(ii)      A reduction by the Company in your annual base salary as in effect immediately prior to the Change in Control Date or as the same may be increased from time to time thereafter; a failure by the Company to increase your salary at a rate commensurate with

that of other key executives of the Company; or a reduction in the target incentive opportunity percentage used to determine your Target Annual Bonus below the percentage in effect for you prior to the Change in Control Date;

(iii)      The relocation of the office of the Company where you are employed immediately prior to the Change in Control Date (the “ CIC Location ”) to a location which is more than thirty five (35) miles away from the CIC Location or the Company’s requiring you to be based more than thirty five (35) miles away from the CIC Location (except for required travel on the Company’s business to an extent substantially consistent with your customary business travel obligations in the ordinary course of business prior to the Change in Control Date);

(iv)      The failure by the Company to continue in effect any compensation plan in which you participated prior to the Change in Control Date or made available to you after the Change in Control Date, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan in connection with the Change in Control, or the failure by the Company to continue your participation therein on at least as favorable a basis, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed on the Change in Control Date;

(v)      The failure by the Company to continue to provide you with benefits at least as favorable in the aggregate to those enjoyed by you under the Company’s pension, savings, life insurance, medical, health and accident, disability, and fringe benefit plans and programs in which you were participating immediately prior to the Change in Control Date; or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect immediately prior to the Change in Control;

(vi)      The failure by the Company to pay or provide you any material item of compensation or benefits promptly when due;

(vii)      The failure of the Company to obtain an agreement reasonably satisfactory to you from any successor to assume and agree to perform this Agreement, as contemplated in Section 6(a) hereof or, if the business for which your services are principally performed is sold at any time after a Change in Control, the failure of the Company to obtain such an agreement from the purchaser of such business;

(viii)      Any termination of your employment which is not effected pursuant to the terms of this Agreement; or

(ix)      A material breach by the Company of the provisions of this Agreement;

provided, however, that any event described above in clauses (i) through (ix) shall not constitute Good Reason unless (A) it is communicated by you to the Company in writing within 90 days following the initial existence of such event and is not corrected by the Company in a manner which is reasonably satisfactory to you (including full retroactive correction with respect to any monetary matter) within 30 days of the Company’s receipt of such written notice from you, and (B) your resignation of employment occurs within 2 years following the initial existence of any such event.

“ Investment Partnership ” shall mean Adobe Incentive Partners, L.P.

“ Involuntary Termination ” shall mean your Separation from Service as a result of either (i) your termination of employment by the Company and its subsidiaries during the Term other than for Cause, (ii) your resignation of employment with the Company and its subsidiaries during the Term for Good Reason or (iii) the termination of your employment during the Term by reason of Disability.

“ Performance Awards ” shall have the meaning set forth in the applicable Equity Plan, and shall include awards of performance-based restricted stock, performance-based restricted stock units and performance-based cash awards.

“ Performance Period ” shall have the meaning set forth in the applicable Performance Share Program and underlying Equity Plan.

“ Performance Share Program ” shall mean the specific terms of Performance Awards adopted from time to time by the Company with respect to a specified Performance Period.

“ Pre‑CIC Termination ” shall mean your Involuntary Termination prior to the first Change in Control to occur following the Effective Date, provided that the Change in Control occurs and it is reasonably demonstrated that the termination of your employment (i) was at the request of the third party who has taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose in connection with or in anticipation of the Change in Control.

“ Reference Bonus ” shall mean the greater of (i) the Target Annual Bonus applicable to you for the year in which your Involuntary Termination occurs and (ii) the highest Target Annual Bonus applicable to you in any of the three years ending prior to the Change in Control Date.

“ Reference Salary ” shall mean the greater of (i) the annual rate of your base salary from the Company and its subsidiaries in effect immediately prior to the date of your Involuntary Termination and (ii) the annual rate of your base salary from the Company in effect at any point during the three‑year period ending on the Change in Control Date.

“ Regulations ” shall mean the proposed, temporary and final regulations under Section 280G of the Code or any successor provision thereto.

“ Release ” shall mean a release of claims in a form substantially identical to the form attached hereto as Exhibit A , subject only to making the minimum modifications (if any) that are required to reflect changes in the applicable law between February 5, 2008, and the date when such release is executed.

“ Restricted Units ” shall mean restricted Class B Units of limited partnership interests in the Investment Partnership granted pursuant to a Restricted Units Agreement.

“ Separation from Service ” shall have the meaning set forth in Treasury Regulation Section 1.409A-1(h), without reference to any alternative definitions thereunder.

“ Target Annual Bonus ” shall mean an amount equal to your base salary times your target incentive opportunity percentage under the Company’s MBO Bonus and Profit Sharing Plans (or any successor plans, if any, then in effect).

8.      Notice . For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the Board of Directors, Adobe Systems Incorporated, 345 Park Avenue, San Jose, California 95110 - 2704, with a copy to the General Counsel of the Company, or to you at the address set forth on the first page of this Agreement or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

9.      Miscellaneous .

(a)      Amendments, Waivers, Etc . No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement and this Agreement shall supersede all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to the subject matter hereof, including, without limitation, the prior Severance and Change of Control Agreement between you and the Company; provided, however, that, except as expressly set forth herein, this Agreement shall not supersede the terms of Equity Awards or Restricted Units previously granted to you.

(b)      Validity . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

(c)      Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

(d)      No Contract of Employment . Nothing in this Agreement shall be construed as giving you any right to be retained in the employ of the Company or shall affect the terms and conditions of your employment with the Company prior to the commencement of the Term hereof.

(e)      Withholding . Amounts paid to you hereunder shall be subject to all applicable federal, state and local withholding taxes.

(f)      Source of Payments . All payments provided under this Agreement, other than payments made pursuant to a plan which provides otherwise, shall be paid in cash from the general funds of the Company, and no special or separate fund shall be established, and no other segregation of assets made, to assure payment. To the extent that any person acquires a right to receive payments from the Company hereunder, such right shall be no greater than the right of an unsecured creditor of the Company.

(g)      Headings . The headings contained in this Agreement are intended solely for convenience of reference and shall not affect the rights of the parties to this Agreement.

(h)      Amendment . This Agreement may not be amended, modified or terminated except pursuant to a written instrument executed by both parties hereto.

(i)      Governing Law . The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of California applicable to contracts entered into and performed in such State.

(j)     

If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject.

                    

Agreed to as of this 5th day of December, 2014

/s/ Shantanu Narayen        

Shantanu Narayen

Exhibit A

FORM OF GENERAL RELEASE AGREEMENT

In consideration of the severance and other benefits which are to be provided me by Adobe Systems Incorporated (“ Adobe ”), pursuant to my Retention Agreement with Adobe dated January 12, 1998, as amended February 11, 2008, December 11, 2010, and December 5, 2014 (“the Agreement ”), I agree to the following release (the “ Release ”).

1. On behalf of myself, my heirs, executors, administrators, successors, and assigns, I hereby fully and forever release and discharge Adobe, and each of its current, former and future parents, subsidiaries, affiliated companies, related entities, employee benefit plans, and its fiduciaries, predecessors, successors, officers, directors, shareholders, agents, employees and assigns (collectively, the “ Company ”) from any and all claims, causes of action, and liabilities up through the date of my execution of the Release which arise from or relate to my employment with the Company and the termination of such employment. All such claims (including related attorneys’ fees and costs) are barred without regard to whether those claims are based on any alleged breach of a duty arising in statute, contract, or tort. This expressly includes waiver and release of any rights and claims relating to my employment with the Company and the termination of such employment which arise under any and all laws, rules, regulations, and ordinances including, but not limited to: Title VII of the Civil Rights Act of 1964; the Older Workers Benefit Protection Act; the Americans With Disabilities Act; the Age Discrimination in Employment Act; the Fair Labor Standards Act; the National Labor Relations Act; the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”); the Workers Adjustment and Retraining Notification Act; the California Fair Employment and Housing Act; the Equal Pay Act of 1963; and any similar law of any other state or governmental entity. California law shall apply in interpreting this Release. Accordingly, I further waive any rights under Section 1542 of the Civil Code of the State of California or any similar state statute. Section 1542 states: “ A general release does not extend to claims which the creditor does not know or suspect to exist in his/her favor at the time of executing the release, which, if known to him/her, must have materially affected his/her settlement with the debtor .”

2.      This Release does not extend to, and has no effect upon, any benefits that have accrued, and to which I have become vested or otherwise entitled, whether in connection with my employment with the Company or the termination of that employment, under the Agreement, any employee benefit plan within the meaning of ERISA sponsored by the Company or under the Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”). In addition, this Release does not extend to and has no effect upon any of my rights that may not be waived or released as a matter of law, including any rights that I have or may have to indemnification by the Company under any then-effective indemnification agreement or obligation, applicable law or the Company’s Certificate of Incorporation or Bylaws with respect to acts or omissions that occurred during the term of my employment with Adobe.

3.      I have been advised to consult with an attorney of my choice prior to executing the Release. I understand that nothing in this Release shall prohibit me from exercising legal rights that are, as a matter of law, not subject to waiver such as: (a) my rights under applicable workers’ compensation laws; (b) my right, if any, to seek unemployment benefits; (c) my right to file a charge with the Equal Opportunity Commission (EEOC) challenging the validity of my waiver of claims under the ADEA; (d) my right to be indemnified by Adobe under applicable law, Adobe’s Certificate

of Incorporation or Bylaws, or the terms of any then-effective indemnification agreement or obligation; and (e) any indemnity or other rights of mine that cannot be waived as a matter of law.

4.      I understand and agree that Adobe will not provide me with the severance and other benefits under the Agreement unless I timely execute the Release. I acknowledge that that I have previously received or will receive, regardless of the execution of the Release, all wages owed to me, including any accrued but unused vacation pay, less applicable withholdings and deductions, earned through my termination date.

5.      As part of my existing and continuing obligations to Adobe, I have returned to Adobe all Company documents (and all copies thereof) and other Company property that I have had in my possession at any time, including but not limited to Company files, notes, drawings, records, business plans and forecasts, financial information, specification, computer-recorded information, tangible property (including, but not limited to, computers, laptops, pagers, etc.), credit cards, entry cards, identification badges and keys; and any materials of any kind which contain or embody any proprietary or confidential information of the Company (and all reproductions thereof). I understand that, even if I did not sign the Release, I would still be bound by any and all confidential/proprietary/trade secret information, non-disclosure and inventions assignment agreement(s) signed by me in connection with my employment with the Company (“ Employee Agreements ”), pursuant to the terms of such agreement(s).

6.      I represent and warrant that I am the sole owner of all the claims released herein and that I have not assigned or transferred any such claims to any other person or entity.

7.      I understand and agree that the Release shall not be construed at any time as an admission of liability or wrongdoing by the Company or myself.

8.      Any controversy or any claim arising out of or relating to the interpretation, enforceability or breach of this Release shall be settled in accordance with the provisions set forth in the Agreement.

9.      I agree that I have had at least [twenty-one (21)/forty-five (45) calendar days as required] in which to consider whether to execute this Release, no one hurried me into executing the Release during that period, and no one coerced me into executing the Release. I understand that I may revoke the Release at any time during the seven-day period after I sign it, by email notice of revocation to [___________]. I further understand that Adobe’s obligations under the Release shall not become effective or enforceable until the eighth (8 ^th ) calendar day after the date I sign the Release (the “ Effective Date ”), provided that I have (a) timely delivered the Release to Adobe prior to the Effective Date, and (b) not revoked the Release prior to the Effective Date. I understand that the severance benefits under Agreement under will become available to me in accordance with Internal Revenue Code Section 409A.

10.      In executing the Release, I acknowledge that I have not relied upon any statement made by the Company or any of its representatives or employees, with regard to the Release unless the representation is specifically included herein. Furthermore, the Release contains our entire understanding regarding eligibility for and the payment of severance benefits and supersedes any or all prior representations and agreements regarding the subject matter of the Release. However, the Release does not modify, amend or supersede the Employee Agreements. Once effective and enforceable, this Release can only be changed by another written agreement signed by me and an authorized representative of Adobe.

11.      Should any provision of the Release be determined by an arbitrator or court of competent jurisdiction to be wholly or partially invalid or unenforceable, the legality, validity and enforceability of the remaining parts, terms, or provisions are intended to remain in full force and effect. I acknowledge that I have obtained sufficient information to intelligently exercise my own judgment regarding the terms of the Release before executing the Release.

EMPLOYEE’S ACCEPTANCE OF RELEASE

BEFORE SIGNING MY NAME TO THE RELEASE, I STATE THE FOLLOWING: I HAVE READ THE RELEASE, I UNDERSTAND IT AND I KNOW THAT I AM GIVING UP IMPORTANT RIGHTS. I HAVE OBTAINED SUFFICIENT INFORMATION TO INTELLIGENTLY EXERCISE MY OWN JUDGMENT. I HAVE BEEN ADVISED THAT I SHOULD CONSULT WITH AN ATTORNEY BEFORE SIGNING IT, AND I HAVE SIGNED THE RELEASE KNOWINGLY AND VOLUNTARILY.

Executed this __________ Day of _______, 20__.

                     

Shantanu Narayen