2024 Performance Share Program

1.Purpose. The Adobe Inc. 2024 Performance Share Program (the “Program”), established under the Adobe Inc. 2019 Equity Incentive Plan, as amended (the “Plan”), is intended to provide equity incentive compensation to individuals who make a significant contribution to the performance of Adobe Inc. (the “Company”). Program objectives are to: (a) focus key Employees on building stockholder value, (b) provide significant award potential for achieving outstanding Company performance, and (c) enhance the ability of the Company to attract and retain highly talented and competent individuals.

Defined terms not explicitly defined in this Program but defined in the Plan have the same definitions as in the Plan.

(a)    “Actual Award” means the number of shares of Stock subject to an Award of Performance Shares credited under the Program to a Designated Participant following a Performance Period, based on achievement of applicable Performance Goals during the Performance Period.

(c)    “Certification Date” means the date on which the Executive Compensation Committee of the Board certifies the achievement of the Performance Goal(s) following the applicable Performance Period with respect to an Award.

(d)    “Committee” means the Executive Compensation Committee of the Board or, with respect to Designated Participants who are not subject to Section 16 of the Exchange Act, a committee of one or more Officers authorized to grant Awards to Designated Participants.

(e)    “Designated Participant” means a key Employee of the Company or any other Participating Company having the title of Vice President or above (or equivalent) who is designated by the Committee in writing to participate in the Program.

(f)    “Disability” means, with respect to a Designated Participant, the inability of such Designated Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, as provided in Sections 22(e)(3) and 409A(a)(2)(C)(i) of the Code.

(g)    “Performance Period” means the period of time selected by the Committee over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Designated Participant’s right to an Actual Award. At the discretion of the Committee, a Performance Period may be divided into shorter periods (for example, fiscal years or fiscal quarters of the Company) over which the attainment of one or more Performance Goals will be measured.

(h)    “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.

(i)    “Target Shares” has the meaning set forth in Section 3(a) of the Program.

(a)    General Program Description. The Program provides the opportunity for Designated Participants to earn shares of Stock based on the performance of the Company with respect to an applicable Performance Period. Upon selection to participate in the Program, each Designated Participant will be granted an Award by the Committee pursuant to which shares of Stock can be earned as an Actual Award by such Designated Participant if (i) specified levels of applicable Performance Goals are achieved during the applicable Performance Period, and (ii) except as otherwise set forth in an Award Agreement, the Designated Participant continues to render Service during the entire Performance Period and any applicable vesting period, as determined by the Committee. Each Award will be evidenced by an Award Agreement that will include the target number of shares of Stock under the Award (the “Target Shares”).

(b)    Designated Participants. In general, the Committee will select certain key Employees who have the title of Vice President or above (or equivalent) to participate in the Program at the beginning of a Performance Period. The Committee may designate a key Employee who commences Service after the beginning of a particular Performance Period as eligible to receive a prorated Award for such Performance Period. The determination as to whether an individual is a Designated Participant will be made by the Committee, in its sole discretion, and such determination will be binding and conclusive on all persons.

No Employee will have any right to be a Designated Participant in the Program, to continue as a Designated Participant, or to be granted an Award or to earn an Actual Award under the Program. The Company is not obligated to give uniform treatment (e.g., number of Target Shares) to Employees or Designated Participants under the Program. Participation in the Program as to a particular Performance Period does not convey any right to participate in the Program as to any other Performance Period.

(c)    Limits on Awards. In no event may an Award of Performance Shares be granted to a Designated Participant such that the number of shares of Stock that could be earned by such Designated Participant thereunder would exceed one million five hundred thousand (1,500,000) shares of Stock for each full fiscal year of the Company contained in the Performance Period (subject to adjustment as provided in Section 4.2 of the Plan). For the avoidance of doubt, if an Award of Performance Shares is granted with a Performance Period covering three fiscal years, then the Actual Award would be capped at four million five hundred thousand (4,500,000) shares of Stock.

(d)    Performance Goals.

    (i)    The Performance Goals for a particular Performance Period and their relative weights, if any, are determined by the Committee, in its sole discretion. The Committee also may establish, in its sole discretion, Performance Goals for annual, quarterly or other periods within the applicable Performance Period. The Performance Goals for a Performance Period or for shorter periods within a Performance Period are not required to be identical to the Performance Goals for any other Performance Period or a shorter period within a Performance Period. The Committee may establish Performance Goals for the Company that differ from those established for one or more other Participating Companies and may establish different Performance Goals for each Designated Participant or for groups of Designated Participants.

    (ii)    If one or more Performance Goals require a specified threshold level of achievement and such threshold Performance Goal is not achieved during the applicable Performance Period, the Designated Participant will not earn any shares of Stock with respect to such Performance Goal under such Award. The methodology for determining the number of shares of Stock that may become eligible to be earned based on the levels of achievement of the Performance Goals under an Award and the Actual Award, if any, that will become payable to a Designated Participant in respect of a Performance Period is set forth in the attached Exhibits.

(a)    Distribution of Actual Awards. Assessment of actual performance, determination of Actual Awards and the distribution of shares of Stock in respect of Actual Awards will be subject to (i) certification by the Committee that the applicable Performance Goals and the other terms of the Program have been met, and (ii) except as otherwise set forth in an Award Agreement, the Designated Participant’s continued Service through the applicable Performance Period and any applicable vesting period. Unless an Award Agreement provides otherwise, shares of Stock that are credited to a Designated Participant as an Actual Award will be distributed to the Designated Participant (or the Designated Participant’s heirs in the case of death) within thirty (30) days following the applicable vesting date. It is the intent that this Program comply with the requirements of Section 409A so that none of the payments to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

(b)    Withholdings. Subject to Section 13 of the Plan and the applicable Award Agreement, the Company will withhold shares of Stock otherwise deliverable to the Designated Participant in satisfaction of any federal, state or local tax withholding obligation relating to the delivery of Stock under the Actual Award, but the Company will not withhold a number of shares with a fair market value in excess of the applicable tax withholdings after considering required withholding rates; provided, however, that the Company may determine such amount by considering withholding rates up to the maximum rate applicable in the jurisdiction of the Designated Participant.

(c)    Employment and Termination. In order to receive shares of Stock in respect of an Actual Award under the Program, a Designated Participant must continue to render Service to the Company or any other Participating Company during the entire applicable Performance Period, and for any applicable vesting period as determined by the Committee, except as otherwise provided under the terms of the applicable Award Agreement.

(d)    No Employment or Service Rights. Nothing in the Program, or any instrument executed or Award granted pursuant to the Program, will (i) confer upon any Employee or Designated Participant any right to continue to be retained in the employ or service of the Company or any other Participating Company, (ii) change the at-will employment relationship between the Company or any other Participating Company and an Employee or Designated Participant, or (iii) interfere with the right of the Company or any other Participating Company to discharge any Employee, Designated Participant or other person at any time, with or without cause, unless otherwise required by applicable law.

(e)    Program Administration. The Committee, subject to any limits on its authority under the Plan or the limits of any delegated authority, will be responsible for all decisions and recommendations regarding Program administration and retains final authority regarding all aspects of Program administration, the resolution of any disputes, and the application of the Program in any respect to a Designated Participant. All determinations and interpretations made by the Committee in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons. The Executive Compensation Committee of the Board may, without notice, amend, suspend or terminate the Program; provided, however, that no such action may adversely affect any then-outstanding Award unless (i) expressly provided by the Committee and (ii) with the Participant’s consent, unless such action is necessary to comply with any applicable law, regulation or rule.

(f)    Stockholder Rights. No Designated Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to an Award (including, without limitation, the right to receive dividends or Dividend Equivalents) unless and until such Designated Participant has received an Actual Award under the Program, has vested in the shares subject to the Actual Award and has received delivery of such shares.

(g)    Recoupment. Any amounts paid, or shares of Stock issued, under the Program will be subject to recoupment in accordance with the terms of the Company’s clawback policies, including (i) the Company’s Incentive Compensation Recovery Policy adopted to comply with Rule 10D-1 promulgated under the Exchange Act and the listing standards of the Nasdaq Stock Market LLC and (ii) any other clawback policy that the Company may adopt from time to time, all to the extent determined by the Executive Compensation Committee of the Board to be applicable to a Designated Participant, an Award and/or required by applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or any other Participating Company.

(h)    Validity. If any provision of the Program is held invalid, void, or unenforceable, the same will not affect, in any respect whatsoever, the validity of any other provision of the Program.

(i)    Governing Plan Document. The Program is subject to all the provisions of the Plan and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted by the Committee, the Board or the Company pursuant to the Plan. In the event of any conflict between the provisions of the Program and those of the Plan, the provisions of the Plan will control.