8-KMaterial AgreementsExhibits & Filings

ADOBE INC. 8-K Report, Material Agreement (Feb 3, 2006)

Filed February 3, 2006For Securities:ADBE

Summary

Adobe Systems Incorporated (ADBE) filed an 8-K on February 3, 2006, reporting the adoption of the 2006 Performance Share Program. This program, effective February 2, 2006, is designed to align the leadership team with key integration milestones and create stockholder value, while also retaining key executives. Awards under this program are contingent upon achieving specific operating income targets and integration-related metrics over the 2006 and 2007 fiscal years. The core of the program involves performance shares granted to executive management and senior management. Earning any performance shares requires the company to achieve at least 90% of the Board of Directors-approved operating income targets for fiscal years 2006 and 2007 combined. If this threshold is met, participants can earn up to 150% of their target payout, with the actual number of shares earned determined by the achievement of eight equally weighted integration-related metrics, encompassing both revenue and non-revenue factors. The program aims to incentivize management to successfully integrate operations and drive financial performance.

Key Highlights

  • 1Adobe established the 2006 Performance Share Program to incentivize executive and senior management.
  • 2The program aims to align leadership with key integration milestones and create stockholder value.
  • 3Awards are contingent on achieving at least 90% of combined fiscal years 2006 and 2007 operating income targets.
  • 4Participants can earn up to 150% of their target performance shares.
  • 5The actual payout is determined by the achievement of eight equally weighted integration-related metrics (revenue and non-revenue).
  • 6Performance shares, if earned, will be settled in fully-vested shares of Adobe common stock after the 2007 fiscal year.
  • 7Specific target and maximum payouts for key executives, including the CEO, COO, and President of Worldwide Field Operations, are detailed.

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