0001047469-05-018172 Sample Contracts

NONCOMPETITION AGREEMENT
Noncompetition 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.

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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, 2005
Iii Agreement and Plan of Merger and Reorganization • 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").

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • June 28th, 2005 • Adobe Systems Inc • Services-prepackaged software

This Amended and Restated Employment Agreement is executed this 23rd day of May 2005, by and between Adobe Systems Incorporated, a Delaware corporation ("Company"), and Stephen Elop ("Executive").

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