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: 408.537.4519Adobe Systems Inc • September 24th, 2009 • 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,
Adobe Systems Incorporated 345 Park Avenue San Jose, CA 95110-2704 Phone: 408.537.6000 Fax: 408.537.4519Adobe Systems Inc • September 24th, 2009 • 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 would like to welcome you as a transition employee until the later of (i) the end of Adobe’s fiscal year 2010 or (ii) the first anniversary of the closing of the Merger (as may be adjusted, the “Transition Period”) in the position of VP Finance Integration, reporting to me, based in Orem, Utah. If you accept this offer, and the contingencies of this offer are satisfied, your transition 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 transition bonus described in this letter agreement, you agree that any existing offer letter, employment, change in control or severance agreement between you and the Company will be terminated and supersed
EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Adobe Systems Inc • Services-prepackaged software • Utah
This Employment Agreement (“Agreement”) is entered into as of September 15, 2009 by and between Joshua G. James (“Executive”) and Adobe Systems Incorporated, a Delaware corporation (the “Company”). This Agreement shall become effective as a valid and binding contract as of the date first above written, provided that the operative provisions hereof shall not become effective until the Closing Date (as this term is defined in the Merger Agreement (as hereinafter defined) (the “Effective Date”). In the event that the Merger Agreement is terminated or the transactions contemplated by the Merger Agreement are abandoned, this Agreement shall be null and void ab initio and shall have no force and effect.
August 2, 2009 Adobe Systems IncorporatedAdobe Systems Inc • September 24th, 2009 • Services-prepackaged software
Adobe Systems IncorporatedAdobe Systems Inc • September 24th, 2009 • Services-prepackaged software • Delaware
Omniture, Inc. (the “Company”) and Adobe Systems Incorporated (“Parent”) wish to engage in negotiations regarding a possible transaction involving Parent and the Company (a “Possible Transaction”). In order to induce Parent to continue negotiations with the Company regarding a Possible Transaction (and in recognition of the time and effort that Parent may expend and the expenses that Parent may incur in pursuing these negotiations and in investigating the Company’s business), the Company, intending to be legally bound, agrees as follows:
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 24th, 2009 • Adobe Systems Inc • Services-prepackaged software • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 15, 2009, is by and among Adobe Systems Incorporated, a Delaware corporation (“Parent”), Snowbird Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the individuals or entities set forth on Schedule A hereto (each, a “Stockholder”).
