8-KMaterial AgreementsExhibits & Filings

ADOBE INC. 8-K Report, Material Agreement (Dec 12, 2005)

Filed December 12, 2005For Securities:ADBE

Summary

This Form 8-K filing by Adobe Systems Incorporated (Adobe) on December 11, 2005, primarily reports on an amendment to the employment agreement of Robert K. Burgess, a member of Adobe's board of directors. The amendment addresses potential payments related to Mr. Burgess's termination of employment and aims to ensure compliance with Section 409A of the Internal Revenue Code. Specifically, the amendment delays any payments subject to Section 409A until the earliest possible date to avoid excise taxes. This action indicates Adobe's proactive approach to managing executive compensation and compliance with evolving tax regulations, particularly following its acquisition of Macromedia. Investors should note this update as it relates to executive compensation structure and potential financial implications for directors under new tax laws.

Key Highlights

  • 1Adobe Systems Incorporated (ADBE) filed a Form 8-K on December 11, 2005.
  • 2The filing details an amendment to the employment agreement of Director Robert K. Burgess.
  • 3The amendment pertains to potential termination payments owed to Mr. Burgess.
  • 4The primary purpose of the amendment is to comply with Section 409A of the Internal Revenue Code.
  • 5Payments subject to Section 409A will be delayed to avoid excise taxes.
  • 6The amendment was entered into on December 7, 2005.
  • 7The filing also includes an exhibit index referencing the amended employment agreement and a prior agreement.

Frequently Asked Questions

The main purpose of this 8-K filing is to report an amendment to the employment agreement of Director Robert K. Burgess. This amendment specifically addresses how potential termination payments will be handled to ensure compliance with Section 409A of the Internal Revenue Code and avoid excise taxes.

Robert K. Burgess is a member of the board of directors of Adobe Systems. His employment agreement, originally with Macromedia (now a subsidiary of Adobe), is being amended to align with new tax regulations (Section 409A) concerning deferred compensation and termination payments.

Section 409A of the Internal Revenue Code governs non-qualified deferred compensation plans. Adobe is amending Mr. Burgess's agreement to ensure that any payments due to him upon termination, if subject to Section 409A, are structured to avoid the significant excise taxes and penalties associated with non-compliance. This indicates a focus on regulatory adherence in executive compensation.

This filing specifically addresses the *terms* of potential future termination payments under Section 409A compliance. It does not, by itself, indicate any change in Mr. Burgess's current role or an imminent departure. The amendment is a proactive measure to ensure compliant handling of payments should a termination event occur in the future.