CONFORMED COPY VOTING AGREEMENT VOTING AGREEMENT, dated as of June 22, 1995 (this "AGREEMENT"), among ADOBE SYSTEMS INCORPORATED, a California corporation ("PARENT"), FRAME TECHNOLOGY CORPORATION, a California corporation (the "COMPANY"), and Charles...Voting Agreement • September 21st, 1995 • Adobe Systems Inc • Services-prepackaged software • California
EXHIBIT 4Rights Agreement • August 29th, 1997 • Adobe Systems Inc • Services-prepackaged software • Delaware
W I T N E S S E T HRights Agreement • December 21st, 1998 • Adobe Systems Inc • Services-prepackaged software • Delaware
ADOBE SYSTEMS INCORPORATED Debt Securities Underwriting Agreement Standard ProvisionsUnderwriting Agreement • January 23rd, 2013 • Adobe Systems Inc • Services-prepackaged software • New York
From time to time, Adobe Systems Incorporated, a Delaware corporation (the “Company”), may enter into one or more underwriting agreements in the form of Annex A hereto that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, an “Underwriting Agreement”) that provide for the sale of the securities designated in such Underwriting Agreement (the “Securities”) to the several Underwriters named therein (the “Underwriters”), for whom the Underwriter(s) named therein shall act as representative (the “Representative”). The Underwriting Agreement, including these Standard Provisions, is sometimes referred to herein as this “Agreement”. The Securities will be issued pursuant to an Indenture dated [ ] (the “Indenture”) by and between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
W I T N E S S E T HRights Agreement • December 21st, 1998 • Adobe Systems Inc • Services-prepackaged software • Delaware
RECITALS WHEREAS, Agent performs a valuable service to the Corporation in his/her capacity as of the Corporation; WHEREAS, the stockholders of the Corporation have adopted bylaws (the "Bylaws") providing for the indemnification of the directors,...Indemnification Agreement • July 14th, 1997 • Adobe Systems Inc • Services-prepackaged software • Delaware
Underwriting AgreementUnderwriting Agreement • April 4th, 2024 • Adobe Inc. • Services-prepackaged software • New York
Adobe Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), $500,000,000 aggregate principal amount of its 4.850% Notes due 2027 (the “2027 Notes”), $750,000,000 aggregate principal amount of its 4.800% Notes due 2029 (the “2029 Notes”) and $750,000,000 aggregate principal amount of its 4.950% Notes due 2034 (the “2034 Notes” and, together with the 2027 Notes and the 2029 Notes, the “Securities”), having the terms set forth in Schedule 3 hereto. The Securities will be issued pursuant to an Indenture dated as of January 25, 2010, by and between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee.
CREDIT AGREEMENT Dated as of October 17, 2018 amongCredit Agreement • October 19th, 2018 • Adobe Inc. • Services-prepackaged software • New York
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of October 17, 2018, among ADOBE INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and BANK OF AMERICA, N.A., as Administrative Agent.
CREDIT AGREEMENT Dated as of January 19, 2023 among ADOBE INC., as the Borrower, JPMORGAN CHASE BANK, N.A.,Credit Agreement • January 19th, 2023 • Adobe Inc. • Services-prepackaged software • New York
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of January 19, 2023, among ADOBE INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and BANK OF AMERICA, N.A., as the Administrative Agent.
ADOBE SYSTEMS INCORPORATED And COMPUTERSHARE INVESTOR SERVICES, LLC, as Rights Agent FOURTH AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of July 1, 2000Rights Agreement • July 3rd, 2000 • Adobe Systems Inc • Services-prepackaged software • Delaware
This agreement (this "Agreement" or the "Rights Agreement"), dated as of July 11, 1990, and amended and restated as of April 10, 1996, as of August 14, 1997 and as of December 15, 1998, and further amended and restated as of July 1, 2000, between Adobe Systems Incorporated, a Delaware corporation (the "Company"), and Computershare Investor Services, LLC, its affiliates and Subsidiaries (the "Rights Agent").
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT ADOBE INCENTIVE PARTNERS, L. P. AUGUST 13, 1998Partnership Agreement • October 13th, 1998 • Adobe Systems Inc • Services-prepackaged software • California
ContractIndemnification Agreement • June 26th, 2009 • Adobe Systems Inc • Services-prepackaged software • Delaware
EXHIBIT 8.2 [WSGR LETTERHEAD] August 25, 1995 Frame Technology Corporation 333 West San Carlos Street San Jose, California 95110 Ladies and Gentlemen: This opinion is being delivered to you pursuant to Section 6.01(f) of the Agreement and Plan of...Merger Agreement • September 21st, 1995 • Adobe Systems Inc • Services-prepackaged software
ADOBE SYSTEMS INCORPORATED NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • December 20th, 2010 • Adobe Systems Inc • Services-prepackaged software • California
THIS NONSTATUTORY STOCK OPTION AGREEMENT (the “Option Agreement”) is made and entered into as of the Date of Option Grant by and between Adobe Systems Incorporated and
ADOBE SYSTEMS INCORPORATED, IssuerIndenture • February 26th, 2016 • Adobe Systems Inc • Services-prepackaged software
THIS INDENTURE, dated as of January 25, 2010 between ADOBE SYSTEMS INCORPORATED (the “Issuer”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Trustee”),
The directors of the Constituent Corporations deem it advisable and to the advantage of the Constituent Corporations that Adobe California merge into Adobe Delaware upon the terms and conditions herein provided. NOW, THEREFORE, the parties do hereby...Merger Agreement • July 14th, 1997 • Adobe Systems Inc • Services-prepackaged software
NONCOMPETITION AGREEMENTNoncompetition Agreement • June 28th, 2005 • Adobe Systems Inc • Services-prepackaged software • California
THIS NONCOMPETITION AGREEMENT ("Noncompetition Agreement") is being executed and delivered as of April 17, 2005, by DAVID MENDELS ("Stockholder"), in favor of, and for the benefit of: ADOBE SYSTEMS INCORPORATED, a Delaware corporation ("Parent"); MACROMEDIA, INC. (the "Company"); and the other Beneficiaries (as defined in Section 19). Certain capitalized terms used but not otherwise defined in this Noncompetition Agreement have the meanings set forth in Section 19.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: ADOBE SYSTEMS INCORPORATED, a Delaware corporation; AVNER ACQUISITION SUB, INC., a Delaware corporation; and MACROMEDIA, INC., a Delaware corporation Dated as of April 17, 2005Merger Agreement • June 28th, 2005 • Adobe Systems Inc • Services-prepackaged software • Delaware
THIS AFFILIATE AGREEMENT ("Affiliate Agreement") is being executed and delivered as of , 2005 by and between ADOBE SYSTEMS INCORPORATED, a Delaware corporation ("Parent"), and ("Stockholder").
SUBLEASE OF THE LAND AND LEASE OF THE IMPROVEMENTSSublease Agreement • October 10th, 1996 • Adobe Systems Inc • Services-prepackaged software • California
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • December 5th, 2012 • Adobe Systems Inc • Services-prepackaged software
This Nomination and Standstill Agreement (this “Agreement”) dated December 4, 2012, is by and among the persons and entities listed on Schedule A (collectively, the “ValueAct Group”, and individually a “member” of the ValueAct Group), Adobe Systems Incorporated (the “Company”) and Kelly J. Barlow, in his individual capacity and as a member of the ValueAct Group (the “ValueAct Designee”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • September 24th, 2009 • Adobe Systems Inc • Services-prepackaged software • Utah
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (the “Noncompetition Agreement”) is being executed and delivered as of September 15, 2009, by Chris Harrington (“Employee”), in favor of, and for the benefit of Adobe Systems Incorporated, a Delaware corporation (“Parent”), and the other Beneficiaries. Certain capitalized terms used in this Noncompetition Agreement are defined in Section 14.
Adobe Systems Incorporated 345 Park Avenue San Jose, CA 95110-2704 Phone: 408.537.6000 Fax: 408.537.4519Employment Agreement • September 24th, 2009 • Adobe Systems Inc • Services-prepackaged software
As you know, Adobe Systems Incorporated (“Adobe”) is entering into an Agreement and Plan of Merger (“Merger Agreement”) with Omniture, Inc. (the “Company”) whereby the Company will become a wholly owned subsidiary of Adobe (the “Merger”). Adobe is extremely pleased to offer you employment with the Company effective upon the date of the closing of the Merger (the “Closing Date”) in the position of Vice President, Products and Technology Solutions, reporting to Josh James, based in Orem, Utah. We recognize that employees are at the core of our success, and we look forward to having you join the other highly qualified and motivated individuals who work at Adobe. If you accept this offer, and the contingencies of this offer are satisfied, your employment will be subject to the terms set forth in this letter agreement. As a condition to Adobe entering into the Merger Agreement and in exchange for the equity awards described in this letter agreement, you agree that any existing offer letter,
CREDIT AGREEMENT Dated as of February 16, 2007 amongCredit Agreement • August 16th, 2007 • Adobe Systems Inc • Services-prepackaged software • New York
THIS CREDIT AGREEMENT (“Agreement”) is entered into as of February 16, 2007, among ADOBE SYSTEMS INCORPORATED, a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.15 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.
CREDIT AGREEMENT Dated as of October 17, 2018 amongCredit Agreement • October 19th, 2018 • Adobe Inc. • Services-prepackaged software • New York
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of October 17, 2018, among ADOBE INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.15 (each, a “Designated Borrower” and collectively, the “Designated Borrowers”; the Designated Borrowers, together with the Company, each, a “Borrower” and collectively, the “Borrowers”), the Lenders party hereto, and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.
Underwriting AgreementUnderwriting Agreement • January 24th, 2020 • Adobe Inc. • Services-prepackaged software • New York
Adobe Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), $500,000,000 aggregate principal amount of its 1.700% Notes due 2023 (the “2023 Notes”), $500,000,000 aggregate principal amount of its 1.900% Notes due 2025 (the “2025 Notes”), $850,000,000 aggregate principal amount of its 2.150% Notes due 2027 (the “2027 Notes”) and $1,300,000,000 aggregate principal amount of its 2.300% Notes due 2030 (the “2030 Notes” and, together with the 2023 Notes, the 2025 Notes and the 2027 Notes, the “Securities”), having the terms set forth in Schedule 3 hereto. The Securities will be issued pursuant to an Indenture dated as of January 25, 2010 (the “Indenture”), by and between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
ADOBE SYSTEMS INCORPORATED NONSTATUTORY STOCK OPTION AGREEMENT FOR OUTSIDE DIRECTORSNonstatutory Stock Option Agreement • October 7th, 2004 • Adobe Systems Inc • Services-prepackaged software • California
THIS NONSTATUTORY STOCK OPTION AGREEMENT FOR OUTSIDE DIRECTORS (ANNUAL OPTION) (the “Option Agreement”) is made and entered into as of _____________________ by and between Adobe Systems Incorporated and _______ (the “Optionee”).
CONFIDENTIAL EXECUTIVE RESIGNATION AGREEMENT AND GENERAL RELEASE OF CLAIMS 1. Robert A. Roblin ("Executive") was employed by Adobe Systems Incorporated (the "Company") on or about June 28, 1996. Executive has now decided to resign from his employment...Executive Resignation Agreement • October 13th, 1998 • Adobe Systems Inc • Services-prepackaged software • California
Retention AgreementRetention Agreement • December 11th, 2014 • Adobe Systems Inc • Services-prepackaged software • California
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.
ADOBE SYSTEMS INCORPORATED RESTRICTED STOCK AWARD GRANT AGREEMENTRestricted Stock Award Grant Agreement • January 23rd, 2009 • Adobe Systems Inc • Services-prepackaged software • California
Adobe Systems Incorporated (the “Company”) has granted _______________________ (the “Participant”), as of ___________ ___, 2009 (the “Grant Date”), an award of Restricted Stock (the “Award”) as described in this Restricted Stock Award Grant Agreement (the “Agreement”) pursuant to the Company’s 1994 Performance and Restricted Stock Plan (the “Plan”). Capitalized terms not defined in this Agreement shall have the meaning set forth in the Plan and, if applicable, the Superseding Agreement.
ADOBE SYSTEMS INCORPORATED Amended 1994 Performance and Restricted Stock Plan Performance Share Maximum Award AgreementPerformance Share Maximum Award Agreement • February 3rd, 2006 • Adobe Systems Inc • Services-prepackaged software • California
Pursuant to the Maximum Award Grant Notice (“Grant Notice”) and this Performance Share Maximum Award Agreement (“Award Agreement”), Adobe Systems Incorporated (the “Company”) has awarded you, pursuant to its 2006 Performance Share Program (the “Program”) under its Amended 1994 Performance and Restricted Stock Plan (the “Plan”), the Maximum Award as indicated in the Grant Notice. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Plan or the Program, as applicable.
CREDIT AGREEMENT Dated as of March 2, 2012 among ADOBE SYSTEMS INCORPORATED and CERTAIN SUBSIDIARIES as Borrowers, THE ROYAL BANK OF SCOTLAND PLC and U.S. BANK NATIONAL ASSOCIATION as Co-Documentation Agents, JPMORGAN CHASE BANK, N.A., as Syndication...Credit Agreement • March 7th, 2012 • Adobe Systems Inc • Services-prepackaged software • New York
THIS CREDIT AGREEMENT (“Agreement”) is entered into as of March 2, 2012, among ADOBE SYSTEMS INCORPORATED, a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.15 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.
ADOBE SYSTEMS INCORPORATED Debt Securities Underwriting Agreement Standard ProvisionsUnderwriting Agreement • January 15th, 2010 • Adobe Systems Inc • Services-prepackaged software • New York
From time to time, Adobe Systems Incorporated, a Delaware corporation (the “Company”), may enter into one or more underwriting agreements in the form of Annex A hereto that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, an “Underwriting Agreement”) that provide for the sale of the securities designated in such Underwriting Agreement (the “Securities”) to the several Underwriters named therein (the “Underwriters”), for whom the Underwriter(s) named therein shall act as representative (the “Representative”). The Underwriting Agreement, including these Standard Provisions, is sometimes referred to herein as this “Agreement”. The Securities will be issued pursuant to an Indenture dated [ ] (the “Indenture”) by and between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
ADOBE SYSTEMS, INC. WAIVER AND CONSENT December 12, 2016Waiver and Consent • December 15th, 2016 • Adobe Systems Inc • Services-prepackaged software • Delaware
THIS WAIVER (this “Waiver”) is made as of the date first set forth above, by and among Adobe Systems Incorporated, a Delaware corporation (the “Parent”), Tiger Acquisition Corporation, a Delaware Corporation (“Merger Sub”) and [ ] (the “Transferor”). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Tender and Support Agreement (as defined below).
___, 1997 [Name] [Address] RETENTION AGREEMENT Dear _______: 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...Retention Agreement • February 17th, 1998 • Adobe Systems Inc • Services-prepackaged software • California
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 15th, 2009 • Adobe Systems Inc • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of September 15, 2009, by and among Adobe Systems Incorporated, a corporation organized under the laws of Delaware (“Parent”), Snowbird Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and Omniture, Inc., a corporation organized under the laws of the State of Delaware (“Company”).
