Adobe Systems Incorporated Clause Samples

Adobe Systems Incorporated. By: By: -------------------------- --------------------------- Secretary Title:

Adobe Systems Incorporated a California Corporation By ------------------------------ Name ------------------------------ Its ------------------------------ [Signatures continued on next page.] [All Signatures must be acknowledged.]

Adobe Systems Incorporated. By:______________________________________ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ President I agree to and accept the terms and conditions of this Severance and Change of Control Agreement.

Adobe Systems Incorporated a corporation incorporated under the laws of the state of DELAWARE with its head office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇ ("Adobe Inc.") and Adobe Systems Co., Ltd., a wholly-owned Japanese subsidiary of Adobe Inc., incorporated under the laws of Japan with its registered office at ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇-▇▇-▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ("Adobe Japan") (or both Adobe Inc. and Adobe Japan collectively as the "Company"), and ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a corporate officer of Adobe Inc. and the president, resident representative director and director of Adobe Japan (the "Director") hereby acknowledge the termination of (i) Director's corporate officership with Adobe Inc. as of October 29, 1998 and (ii) Director's engagement as the president/representative director/director of Adobe Japan as of December 1, 1998 (the "Effective Date"). The Director further acknowledges that he voluntarily accepts such termination. 3. During the period from October 29, 1998 to December 1, 1998 ("Transition Period"), the parties hereto agree that the Director will take a personal leave of absence with payment of his usual salary in the ordinary course and thus the parties hereto will not de-register the Director's name as the president/representative director of Adobe Japan from its commercial register, and will permit the Director to maintain the status thereof; provided however, that the Director shall have no authority whatsoever to represent or bind Adobe Japan but for specific matters which are explicitly authorized in writing from time to time by an officer of Adobe Inc., and shall not use the title of "Representative Director", "President", "Director" or "Officer" of Adobe Japan or Adobe Inc. in such manner as would lead third parties to believe that the Director has such authority.

Adobe Systems Incorporated. By: --------------------------------- Name: Title: Agreed to as of this day of , 1997 --- ------- -------------------------------- [NAME] [GOLD VERSION B] ________ ___, 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 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. The Board has determined, therefore, that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the management of the Company and its subsidiaries, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from any possible change in control of the Company. In order to induce you to remain in the employ of the Company, the Company has determined to enter into this letter agreement (this "AGREEMENT") which addresses the terms and conditions of your employment in the event of a change in control of the Company. Capitalized words which are not otherwise defined herein shall have the meanings assigned to such words in Section 7 of this Agreement.

Adobe Systems Incorporated. By:/s/ ------------------------------------------ Print Name: ------------------------------------- Title: ------------------------------------------ SUBTENANT: DAOU SYSTEMS, INC. By:/s/ ------------------------------------------ Print Name: ------------------------------------- Title: ------------------------------------------ EXHIBIT A-1 Subleased Premises - Floor 1 [to be attached] EXHIBIT A-2 Subleased Premises - Floor 2 [to be attached] EXHIBIT B Landlord's Consent [to be attached]

Adobe Systems Incorporated. In November 1999, the Corporation received a letter from counsel for Adobe Systems Incorporated ("Adobe") alleging that the Corporation's Postscript Renderer product infringed Adobe's POSTSCRIPT trademark. In a letter dated December 2, 1999, the Corporation informed counsel for Adobe that such use was with Adobe's knowledge and consent as evidenced by Adobe's promotion of this product on Adobe's own web site. In addition, the Corporation informed counsel for Adobe that, in any event, the Corporation had previously decided to discontinue its Postscript Renderer product. The Corporation has not received any further communications from Adobe regarding this issue. The Corporation received a letter from counsel for Adobe, dated December 28, 1999, alleging that the trade dress for the Corporation's Paint Shop Pro product infringes the trade dress for Adobe's Photoshop product. This letter also stated that the Corporation's use of the trademark PAINT SHOP PRO "may infringe" Adobe's PHOTOSHOP trademark; however, the letter did not actually allege trademark infringement or demand that the Corporation stop using its PAINT SHOP PRO trademark. The letter further stated that Adobe was changing its own trade dress to something that is "significantly different from ... JASC's infringing packaging," and therefore "Adobe intends to take no further action with regard to JASC's past infringement relating to the Photoshop(R) and Paint Shop Pro products." In light of the absence of any actual claims or demands, the Corporation responded to counsel for Adobe by letter dated January 13, 2000, in which it simply requested that all future correspondence be directed to Faegre & Benson LLP, counsel to the Corporation, rather than to the Corporation. ▇▇▇▇her Faegre & Benson LLP nor the Corporation have received any further communication▇ ▇▇▇▇ Adobe on this matter.

Adobe Systems Incorporated. By: --------------------------------- Name: Title: