Adobe Systems Incorporated 2006 Non-Employee Director Compensation Program

Summary

This agreement outlines the compensation program for non-employee directors of Adobe Systems Incorporated. Directors receive an annual cash retainer, additional flat retainers for committee chairs and members, and stock option grants with specified vesting and terms. Health, dental, and vision insurance are available at COBRA rates. The company also reimburses travel and education-related expenses. The program sets clear terms for compensation and benefits for board service.

EX-10.1 3 a05-16703_1ex10d1.htm EX-10.1

Exhibit 10.1

2006 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

ADOBE SYSTEMS INCORPORATED

Pay Element		Current Program
Annual Cash Retainer		$35,000

Board Meeting Fees		None

Committee Chair Fees		Flat retainer: Audit: $30,000 Exec Comp: $15,000 Nom/Gov: $10,000

Committee Member Fees (non-Chairs)		Flat retainer: Audit: $15,000 Exec Comp: $7,500 Nom/Gov: $5,000

Initial Stock Option Grant		Stock Option Grant: 50,000 3 year vest 10 year option term

Ongoing Stock Option Grant		Stock Option Grant: 25,000 3 year vesting 10 year option term

Health Benefits		Health, dental and vision insurance offered at COBRA rates.

Other		Reimbursement of travel expenses associated with Board and Committee meetings as well as costs and expenses incurred in attending director education programs and other Adobe-related seminars and conferences.