0001104659-12-082162 Sample Contracts

NOMINATION AND STANDSTILL AGREEMENT
Nomination 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”).

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