Macromedia Inc Sample Contracts

RECITALS
Voting Agreement • January 24th, 2001 • Macromedia Inc • Services-prepackaged software • Delaware
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LOAN AGREEMENT
Loan Agreement • November 14th, 1997 • Macromedia Inc • Services-prepackaged software • California
OF REAL PROPERTY
Purchase and Sale Agreement • June 12th, 2002 • Macromedia Inc • Services-prepackaged software • California
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER
Merger Agreement • January 24th, 2001 • Macromedia Inc • Services-prepackaged software • Delaware
Recitals
Lease Amendment • June 12th, 2002 • Macromedia Inc • Services-prepackaged software
EXHIBIT 4.01 RIGHTS AGREEMENT
Rights Agreement • October 26th, 2001 • Macromedia Inc • Services-prepackaged software • Delaware
LEASE
Lease Agreement • June 12th, 2002 • Macromedia Inc • Services-prepackaged software • California
ANDROMEDIA, INC. 1999 STOCK PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • May 4th, 2001 • Macromedia Inc • Services-prepackaged software • California
RECITAL
Consulting Agreement • June 12th, 2002 • Macromedia Inc • Services-prepackaged software • California
Recitals
Lease Agreement • June 12th, 2002 • Macromedia Inc • Services-prepackaged software
AMONG MACROMEDIA, INC., ANDROMEDIA, INC. AND
Merger Agreement • December 15th, 1999 • Macromedia Inc • Services-prepackaged software • California
AMONG
Merger Agreement • October 15th, 1999 • Macromedia Inc • Services-prepackaged software • California
AMENDMENT NO. 1
Agreement for Purchase and Sale of Real Property • June 12th, 2002 • Macromedia Inc • Services-prepackaged software
ARTICLE 1 BASIC LEASE PROVISIONS
Build-to-Suit Lease • August 14th, 2000 • Macromedia Inc • Services-prepackaged software • California
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1 EXHIBIT 2.01 AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • January 30th, 2001 • Macromedia Inc • Services-prepackaged software • Delaware
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
Merger Agreement • April 18th, 2005 • Macromedia Inc • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION ("Agreement") is made and entered into as of April 17, 2005, by and among: ADOBE SYSTEMS INCORPORATED, a Delaware corporation ("Parent"); AVNER ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"); and MACROMEDIA, INC., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in EXHIBIT A.

RECITALS
Consulting Agreement • June 12th, 2002 • Macromedia Inc • Services-prepackaged software • California
MACROMEDIA, INC. RESTRICTED STOCK PURCHASE AGREEMENT (Stock Award Documentation)
Restricted Stock Purchase Agreement • February 8th, 2005 • Macromedia Inc • Services-prepackaged software • California

This Restricted Stock Purchase Agreement (the “Agreement”) is made and entered into as of January 24, 2005 (the “Effective Date”) by and between Macromedia, Inc., a Delaware corporation (the “Company”), and the purchaser-participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2002 Equity Incentive Plan (the “Plan”).

MACROMEDIA, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 21st, 2005 • Macromedia Inc • Services-prepackaged software

This Agreement is made effective this 19th day of January, 2005, (the “Effective Date”) between Macromedia, Inc., a Delaware corporation (“Macromedia”), and Robert K. Burgess (“Executive”).

ATOM CORPORATION AND
Articles of Merger • January 30th, 2001 • Macromedia Inc • Services-prepackaged software
April 17, 2005 Mellon Investor Services LLC 235 Montgomery Street, 23rd Fl. San Francisco, CA 94104 Re: Amendment No. 1 to Rights Agreement Ladies and Gentlemen:
Rights Agreement • April 18th, 2005 • Macromedia Inc • Services-prepackaged software • Delaware

Pursuant to Section 27 of the Rights Agreement, dated as of October 25, 2001 (the "Rights Agreement") between Macromedia, Inc., a Delaware corporation (the "Company") and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the "Rights Agent"), the Company, by resolution adopted by its Board of Directors, hereby amends the Rights Agreement as follows:

MACROMEDIA, INC. EMPLOYMENT AGREEMENT
Employment Agreement • January 21st, 2005 • Macromedia Inc • Services-prepackaged software

This Agreement is made effective January 19th, 2005, (the “Effective Date”) between Macromedia, Inc., a Delaware corporation (“Macromedia”), and Elizabeth Nelson (“Executive”).

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