ADBE 8-K
Adobe Inc. (ADBE)
8-K
2025-01-30
For: 2025-01-24
View Original
Added on
April 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 24, 2025
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (408 ) 536-6000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On January 24, 2025, Scott Belsky notified Adobe Inc. (the “Company” or “Adobe”) of his decision to resign as Chief Strategy Officer and Executive Vice President, Design & Emerging Products, effective March 15, 2025, to pursue another career opportunity.
(e) 2025 Performance Share Program
On January 24, 2025, the Executive Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Adobe approved the 2025 Performance Share Program (the “Program”) under the terms of the Company’s 2019 Equity Incentive Plan, as amended (the “2019 Plan”), and granted awards of performance shares (“Performance Shares”) thereunder to members of the Company’s executive management team. The Committee established the Program to help focus key employees on building stockholder value, provide significant award potential for achieving outstanding Company performance, and enhance the ability of the Company to attract and retain highly talented individuals.
Under the Program, shares of Adobe’s common stock may be earned based on the achievement of both (i) a relative total stockholder return (“rTSR”) goal (the “Relative TSR Goal”) measured over a three-year performance period comprised of calendar years 2025-2027 and (ii) a Net New Sales goal (the ‘‘Net New Sales Goal”) determined and measured over three one-year periods comprised of Adobe’s fiscal years 2025-2027. Each performance goal is weighted 50% and achievement of each performance goal is determined independently of the other. Eligible participants can earn between 0% and 200% (the payout cap under the Program) of their target number of Performance Shares.
Achievement of the Relative TSR Goal is based on the rTSR of Adobe’s common stock during the performance period compared to that of companies that comprise the NASDAQ-100 Index as of January 1, 2025 (the “Index Companies”). Generally, the rTSR of Adobe and each Index Company will first be measured as the 90-calendar day average closing sales price ending on, and including, December 31, 2024 and then compared with the 90-calendar day average closing sales price for the period ending on, and including, December 31, 2027. No shares will be earned under the Relative TSR Goal if Adobe’s rTSR performance ranks below the 25th percentile for the performance period. Additionally, regardless of Adobe’s relative position with respect to the Index Companies at the end of the performance period, the award with respect to the Relative TSR Goal will be capped at 100% of target if Adobe has a negative absolute total stockholder return over the performance period. The Committee will certify actual achievement of the Relative TSR Goal following completion of the performance period for the Relative TSR Goal.
Achievement of the Net New Sales Goal is based on (i) ending annualized recurring revenue (“ARR”) growth in Digital Media and (ii) subscription revenue growth in Digital Experience, each compared against a pre-determined target approved by the Committee at the beginning of each fiscal year. The Net New Sales Goal will be separately determined by the Committee for each fiscal year in the performance period, and the level of achievement of each goal will be certified by the Committee following the applicable fiscal year. However, no amount earned with respect to a completed fiscal year under the Net New Sales Goal will vest until the later of (a) January 24, 2028 and (b) the final certification date that occurs at the end of all performance periods for the Program (such later date, the “Vesting Date”). The calculation of the achievement of the Net New Sales Goal for each fiscal year will be adjusted to exclude the effect of material mergers and acquisitions and foreign currency exchange rate fluctuations. In connection with approval of the Program, the Committee (i) approved the payout schedule for the Net New Sales Goal for fiscal year 2025, which identifies the percentage of target shares payable based on achievement of the Net New Sales Goal for fiscal year 2025 (the “2025 Payout Schedule”) and (ii) amended the 2023 Performance Share Program and the 2024 Performance Share Program to provide that the Net New Sales Goal under the Program similarly applies to fiscal year 2025 under the 2023 Performance Share Program and fiscal years 2025 and 2026 under the 2024 Performance Share Program. The 2025 Payout Schedule under the Program also applies to fiscal year 2025 under each of the 2023 Performance Share Program and the 2024 Performance Share Program.
All earned Performance Shares under the Program will vest in single installment on the Vesting Date. Vesting is subject to a participant’s continued service to Adobe (or an affiliate) through the Vesting Date, subject to specific exceptions in the event of a change of control or termination by reason of death or disability. Accordingly, the Performance Shares align our executives’ interests with those of our stockholders, while serving as a key retention mechanism over the long term.
2
The target and maximum awards for the Performance Shares granted by the Committee to the Company’s principal executive officer, the principal financial officer and the other named executive officers* on January 24, 2025 are set forth below.
Officer** | Title | Target Award*** | Maximum Award | ||||||||
Shantanu Narayen | Chair and Chief Executive Officer | 73,837 | 147,674 | ||||||||
Daniel Durn | Chief Financial Officer and Executive Vice President, Finance, Technology, Security and Operations | 16,808 | 33,616 | ||||||||
| Anil Chakravarthy | President, Digital Experience Business | 25,965 | 51,930 | ||||||||
| David Wadhwani | President, Digital Media Business | 25,965 | 51,930 | ||||||||
* For purposes of this filing, the term “other named executive officers” refers to other executive officers who received awards and for whom disclosure pursuant to Item 402(c) of Regulation S-K was required in our most recent filing with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended.
** As disclosed above, on January 24, 2025, Mr. Belsky notified Adobe of his decision to resign, effective March 15, 2025, and did not receive a Performance Share award under the Program.
***50% of the target award is allocated to each of the Relative TSR Goal and the Net New Sales Goal.
A participant may receive less than his or her target award, and in no event may actual shares earned exceed the maximum award. Any shares issued under the Program are subject to recoupment in accordance with the Company’s clawback policies.
The description of the Program contained herein is a summary of the material terms of the Program, does not purport to be complete, and is qualified in its entirety by reference to the Program used in connection with the 2019 Plan previously filed with the SEC. Copies of the Program and the form of 2025 Performance Share Award Grant Notice and Performance Share Award Agreement for use in connection with grants under the Program are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The 2023 Performance Share Program and the 2024 Performance Share Program, each as amended as described above, are filed herewith as Exhibits 10.3 and 10.4, respectively, and are incorporated herein by reference.
2025 Executive Annual Incentive Plan
On January 24, 2025, the Committee approved the terms of the 2025 Executive Annual Incentive Plan (the “Incentive Plan”) and designated the executive officers eligible for participation in the Incentive Plan. The Incentive Plan is designed to drive revenue growth and profitability, encourage accountability, drive execution of short-term priorities tied to long-term strategy and annual operating plan objectives, and recognize and reward the Company’s officers upon the achievement of certain objectives.
The Incentive Plan requires that the Company achieve at least (1) 95% of the GAAP revenue target for fiscal year 2025 and (2) 95% of the non-GAAP diluted earnings per share (“EPS”) target for fiscal year 2025, each based on a pre-determined target approved by the Committee at the beginning of fiscal year 2025. If these initial thresholds are achieved, each participant is eligible to earn a cash bonus up to a maximum of 155% of such participant’s Target Award (the “Maximum Award”). The “Target Award” is calculated by multiplying a participant’s base salary (prorated for any changes during the fiscal year) by a Committee-approved target bonus percentage.
For fiscal year 2025, the Target Award and the Maximum Award, expressed as a percentage of base salary for the Company’s principal executive officer, the principal financial officer and the other named executive officers are set forth below.
| Officer | Title | Target Award | Maximum Award | ||||||||
| Shantanu Narayen | Chair and Chief Executive Officer | 200% | 310% | ||||||||
| Daniel Durn | Chief Financial Officer and Executive Vice President, Finance, Technology Services and Operations | 100% | 155% | ||||||||
| Anil Chakravarthy | President, Digital Experience Business | 125% | 193.75% | ||||||||
| David Wadhwani | President, Digital Media Business | 125% | 193.75% | ||||||||
| Scott Belsky | Chief Strategy Officer and Executive Vice President, Design & Emerging Products | 100% | 155% | ||||||||
3
A participant’s “Actual Award” is comprised of:
Actual Award ($)* | = | Corporate Performance Result (%) | X | Target Award ($) | ||||||||||
* Cannot exceed Target Award unless the Financial Performance Result (as set forth below) is at least 95%.
The Corporate Performance Result is based on (i) our GAAP revenue and non-GAAP EPS performance against the pre-determined targets approved by the Committee at the beginning of fiscal year 2025 (the “Financial Performance Result”), which may range from 0% to 130% of target and (ii) a discretionary strategic performance adjustment by the Committee of up to 25 percentage points up or down based on the Committee’s assessment of the Company’s performance against its corporate priorities and objectives during the performance period. As a result, the “Corporate Performance Result” may range from 0% to 155%.
Once the Corporate Performance Result is certified by the Committee, the Actual Award earned by each participant under the Incentive Plan is determined based on the formula and terms above. Amounts paid under the Incentive Plan are subject to recoupment from participants in accordance with the Company’s clawback policies.
The description of the Incentive Plan contained herein is a summary of the material terms of the Incentive Plan, does not purport to be complete, and is qualified in its entirety by reference to the Incentive Plan, which is filed herewith as Exhibit 10.5 and is incorporated herein by reference.
4
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Incorporated by Reference | |||||||||||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | Filing Date | Number | SEC File No. | Filed Herewith | |||||||||||||||||||||||||||||||||||
| 10.1 | X | ||||||||||||||||||||||||||||||||||||||||
| 10.2 | X | ||||||||||||||||||||||||||||||||||||||||
| 10.3 | X | ||||||||||||||||||||||||||||||||||||||||
| 10.4 | X | ||||||||||||||||||||||||||||||||||||||||
| 10.5 | X | ||||||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | ||||||||||||||||||||||||||||||||||||||||
5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ADOBE INC. | |||||||||||||||||
Date: January 30, 2025 | By: | /s/ Daniel Durn | |||||||||||||||
Daniel Durn | |||||||||||||||||
Chief Financial Officer and Executive Vice President, Finance, Technology, Security and Operations | |||||||||||||||||
6
Exhibit 10.1
Adobe Inc.
2019 Equity Incentive Plan, as amended
2025 Performance Share Program
Adopted: January 24, 2025
1.Purpose. The Adobe Inc. 2025 Performance Share Program (the “Program”), established under the Adobe Inc. 2019 Equity Incentive Plan, as amended (the “Plan”), is intended to provide equity incentive compensation to individuals who make a significant contribution to the performance of Adobe Inc. (the “Company”). Program objectives are to: (a) focus key Employees on building stockholder value, (b) provide significant award potential for achieving outstanding Company performance, and (c) enhance the ability of the Company to attract and retain highly talented and competent individuals.
2.Definitions.
Defined terms not explicitly defined in this Program but defined in the Plan have the same definitions as in the Plan.
(a)“Actual Award” means the number of shares of Stock subject to an Award of Performance Shares credited under the Program to a Designated Participant following a Performance Period, based on achievement of applicable Performance Goals during the Performance Period.
(b)“Board” means the Board of Directors of the Company.
(c)“Certification Date” means the date on which the Executive Compensation Committee of the Board certifies the achievement of the Performance Goal(s) following the applicable Performance Period with respect to an Award.
(d)“Committee” means the Executive Compensation Committee of the Board or, with respect to Designated Participants who are not subject to Section 16 of the Exchange Act, a committee of one or more Officers authorized to grant Awards to Designated Participants.
(e)“Designated Participant” means a key Employee of the Company or any other Participating Company having the job level of Vice President or above (or equivalent) who is designated by the Committee in writing to participate in the Program.
(f)“Disability” means, with respect to a Designated Participant, the inability of such Designated Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, as provided in Sections 22(e)(3) and 409A(a)(2)(C)(i) of the Code.
(g)“Performance Period” means the period of time selected by the Committee over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Designated Participant’s right to an Actual Award. At the discretion of the Committee, a Performance Period may be divided into shorter periods (for example, fiscal years or fiscal quarters of the Company) over which the attainment of one or more Performance Goals will be measured.
(h)“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.
(i)“Target Shares” has the meaning set forth in Section 3(a) of the Program.
3.Grant and Earning of Awards Under the Program.
(a) General Program Description. The Program provides the opportunity for Designated Participants to earn shares of Stock based on the performance of the Company with respect to an applicable Performance Period. Upon selection to participate in the Program, each Designated Participant will be granted an Award by the Committee pursuant to which shares of Stock can be earned as an Actual Award by such Designated Participant if (i) specified levels of applicable Performance Goals are achieved during the applicable Performance Period, and (ii) except as otherwise set forth in an Award Agreement, the Designated Participant continues to render Service during the entire Performance Period and any applicable vesting period, as determined by the Committee. Each Award will be evidenced by an Award Agreement that will include the target number of shares of Stock under the Award (the “Target Shares”).
(b) Designated Participants. In general, the Committee will select certain key Employees who have the job level of Vice President or above (or equivalent) to participate in the Program at the beginning of a Performance Period. The Committee may designate a key Employee who commences Service after the beginning of a particular Performance Period as eligible to receive a prorated Award for such Performance Period. The determination as to whether an individual is a Designated Participant will be made by the Committee, in its sole discretion, and such determination will be binding and conclusive on all persons.
No Employee will have any right to be a Designated Participant in the Program, to continue as a Designated Participant, or to be granted an Award or to earn an Actual Award under the Program. The Company is not obligated to give uniform treatment (e.g., number of Target Shares) to Employees or Designated Participants under the Program. Participation in the Program as to a particular Performance Period does not convey any right to participate in the Program as to any other Performance Period.
(c) Limits on Awards. In no event may an Award of Performance Shares be granted to a Designated Participant such that the number of shares of Stock that could be earned by such Designated Participant thereunder would exceed one million five hundred thousand (1,500,000) shares of Stock for each full fiscal year of the Company contained in the Performance Period (subject to adjustment as provided in Section 4.2 of the Plan). For the avoidance of doubt, if an Award of Performance Shares is granted with a Performance Period covering three
fiscal years, then the Actual Award would be capped at four million five hundred thousand (4,500,000) shares of Stock.
(d) Performance Goals.
(i) The Performance Goals for a particular Performance Period and their relative weights, if any, are determined by the Committee, in its sole discretion. The Committee also may establish, in its sole discretion, Performance Goals for annual, quarterly or other periods within the applicable Performance Period. The Performance Goals for a Performance Period or for shorter periods within a Performance Period are not required to be identical to the Performance Goals for any other Performance Period or a shorter period within a Performance Period. The Committee may establish Performance Goals for the Company that differ from those established for one or more other Participating Companies and may establish different Performance Goals for each Designated Participant or for groups of Designated Participants.
(ii) If one or more Performance Goals require a specified threshold level of achievement and such threshold Performance Goal is not achieved during the applicable Performance Period, the Designated Participant will not earn any shares of Stock with respect to such Performance Goal under such Award. The methodology for determining the number of shares of Stock that may become eligible to be earned based on the levels of achievement of the Performance Goals under an Award and the Actual Award, if any, that will become payable to a Designated Participant in respect of a Performance Period is set forth in the attached Exhibits.
4.Other Program Provisions.
(a) Distribution of Actual Awards. Assessment of actual performance, determination of Actual Awards and the distribution of shares of Stock in respect of Actual Awards will be subject to (i) certification by the Committee that the applicable Performance Goals and the other terms of the Program have been met, and (ii) except as otherwise set forth in an Award Agreement, the Designated Participant’s continued Service through the applicable Performance Period and any applicable vesting period. Unless an Award Agreement provides otherwise, shares of Stock that are credited to a Designated Participant as an Actual Award will be distributed to the Designated Participant (or the Designated Participant’s heirs in the case of death) within thirty (30) days following the applicable vesting date. It is the intent that this Program comply with the requirements of Section 409A so that none of the payments to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.
(b) Withholdings. Subject to Section 13 of the Plan and the applicable Award Agreement, the Company will withhold shares of Stock otherwise deliverable to the Designated Participant in satisfaction of any federal, state or local tax withholding obligation relating to the delivery of Stock under the Actual Award, but the Company will not withhold a number of shares with a fair market value in excess of the applicable tax withholdings after considering required withholding rates; provided, however, that the Company may determine such amount by considering withholding rates up to the maximum rate applicable in the jurisdiction of the Designated Participant.
(c) Employment and Termination. In order to receive shares of Stock in respect of an Actual Award under the Program, a Designated Participant must continue to render Service to the Company or any other
Participating Company during the entire applicable Performance Period, and for any applicable vesting period as determined by the Committee, except as otherwise provided under the terms of the applicable Award Agreement.
(d) No Employment or Service Rights. Nothing in the Program, or any instrument executed or Award granted pursuant to the Program, will (i) confer upon any Employee or Designated Participant any right to continue to be retained in the employ or service of the Company or any other Participating Company, (ii) change the at-will employment relationship between the Company or any other Participating Company and an Employee or Designated Participant, or (iii) interfere with the right of the Company or any other Participating Company to discharge any Employee, Designated Participant or other person at any time, with or without cause, unless otherwise required by applicable law.
(e) Program Administration. The Committee, subject to any limits on its authority under the Plan or the limits of any delegated authority, will be responsible for all decisions and recommendations regarding Program administration and retains final authority regarding all aspects of Program administration, the resolution of any disputes, and the application of the Program in any respect to a Designated Participant. All determinations and interpretations made by the Committee in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons. The Executive Compensation Committee of the Board may, without notice, amend, suspend or terminate the Program; provided, however, that no such action may adversely affect any then-outstanding Award unless (i) expressly provided by the Committee and (ii) with the Participant’s consent, unless such action is necessary to comply with any applicable law, regulation or rule.
(f) Stockholder Rights. No Designated Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to an Award (including, without limitation, the right to receive dividends or Dividend Equivalents) unless and until such Designated Participant has received an Actual Award under the Program, has vested in the shares subject to the Actual Award and has received delivery of such shares.
(g) Recoupment. Any amounts paid, or shares of Stock issued, under the Program will be subject to recoupment in accordance with the terms of the Company’s clawback policies, including (i) the Company’s Incentive Compensation Recovery Policy adopted to comply with Rule 10D-1 promulgated under the Exchange Act and the listing standards of the Nasdaq Stock Market LLC and (ii) any other clawback policy that the Company may adopt from time to time, all to the extent determined by the Executive Compensation Committee of the Board to be applicable to a Designated Participant, an Award and/or required by applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or any other Participating Company.
(h) Validity. If any provision of the Program is held invalid, void, or unenforceable, the same will not affect, in any respect whatsoever, the validity of any other provision of the Program.
(i) Governing Plan Document. The Program is subject to all the provisions of the Plan and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted by the Committee, the Board or the Company pursuant to the Plan. In the event of any conflict between the provisions of the Program and those of the Plan, the provisions of the Plan will control.
Exhibit A
2025 PERFORMANCE SHARE PROGRAM AWARD CALCULATION METHODOLOGY AND RELATED TERMS
| Parameter | Description | ||||
| Performance Goals | Two Performance Goals, each weighted fifty percent (50%), based on: •Relative total stockholder return of the Company compared against companies on the NASDAQ-100 Index as of January 1, 2025, as described on Exhibit B (the “rTSR Goal”); and •Net New Sales, as described on Exhibit C (the “Net New Sales Goal”). | ||||
| Target Shares | Fifty percent (50%) of the Target Shares will apply to each Performance Goal. Target Shares that relate to the rTSR Goal are referred to as the “Target rTSR Shares.” Target Shares that relate to the Net New Sales Goal are referred to as the “Target NNS Shares.” | ||||
| Performance Periods | rTSR Goal: Comprised of calendar years 2025 through 2027 (the “rTSR Performance Period”). Net New Sales Goal: Three separate one-year periods, comprised of the Company’s fiscal years 2025, 2026 and 2027 (each, a “Fiscal Year” and the three Fiscal Years, the “NNS Performance Period”). The Net New Sales Goal will be separately determined and achievement measured for each Fiscal Year in the NNS Performance Period. No amounts will be earned and vested as an Actual Award until the later of (i) the third anniversary of the vesting commencement date set forth in an Award Agreement and (ii) the Certification Date following completion of the Performance Periods, subject to the Designated Participant’s continued Service through such date, except as may be otherwise set forth in an Award Agreement. | ||||
| Actual Award Determination | Actual Awards for the applicable Performance Period will be based on the level of achievement of each Performance Goal and the applicable percentage payout set forth on Exhibit B with respect to the rTSR Goal and as set forth on Exhibit C with respect to the Net New Sales Goal. Achievement under each Performance Goal will be calculated independently of the other. For purposes of determining Actual Awards, the Net New Sales Goal percentage payout will be determined following each Fiscal Year. Actual Awards may not exceed two hundred percent (200%) of each of Target rTSR Shares and Target NNS Shares. Accordingly, a total Actual Award may not exceed two hundred percent (200%) of Target Shares. Any partial share of an Actual Award will be rounded down to the next whole share. Actual Award* = Target Shares x (50% x rTSR Percentage Payout + 50% x (1/3 x FY1 NNS Percentage Payout + 1/3 x FY2 NNS Percentage Payout + 1/3 x FY3 NNS Percentage Payout)) * Terms not defined on this Exhibit A are defined elsewhere in the Program. | ||||
Exhibit B
rTSR Goal (50% Weight)
| Parameter | Description | |||||||
| rTSR Performance Goal | The number of shares of Stock that may be earned under the rTSR Goal is based on the total stockholder return (“TSR”) of the Company over the rTSR Performance Period as compared to the TSR over the rTSR Performance Period of the companies that comprise the NASDAQ-100 Index as of January 1, 2025 (the “Index Companies,” as listed below). Level of achievement is expressed in terms of the Company’s percentile rank (“rTSR Percentile Rank”) among the Index Companies. For the avoidance of doubt, the Percentile Rank calculation will include the Company’s TSR. The TSR of the Company and each Index Company will first be measured as the ninety (90) consecutive calendar day average closing sales price of a share of the applicable company’s common stock ending on, and including, December 31, 2024, as adjusted for dividends and stock splits, as applicable. The Company’s TSR will then be compared to the ninety (90) consecutive calendar day average closing sales price of a share of the Company’s and each Index Company’s common stock ending on, and including, December 31, 2027, as adjusted for dividends and stock splits, as applicable, and any changes in the Index Companies as described below. Upon achievement of the Target Percentile Rank, which is the 55th Percentile, one hundred percent (100%) of the Target rTSR Shares granted to a Designated Participant will become eligible to be earned. For each Percentile Rank achieved by the Company below the Target Percentile Rank (but not below the Threshold Percentile Rank, which is the 25th Percentile), the number of Target rTSR Shares that will become eligible to be earned will be decreased by increments of 2.07%, rounded up to the nearest whole percent. As an example, if the Company achieves the 43rd Percentile Rank, then 76% of the Target rTSR Shares will become eligible to be earned: 100%-((55-43)*2.07%) = 75.16%, rounded up to 76% and the resulting shares of Stock earned rounded down to the nearest whole share. If the Percentile Rank achieved by the Company is below the Threshold Percentile Rank, no shares of Stock relating to the rTSR Goal will become eligible to be earned. If the Company’s TSR is not positive, then the maximum number of shares of Stock that may become eligible to be earned will be capped at one hundred percent (100%) of a Designated Participant’s Target rTSR Shares. If the Company’s TSR is positive, the Company’s achievement of a Percentile Rank that exceeds the Target Percentile Rank will increase the number of Target rTSR Shares that will become eligible to be earned by increments of 2.86%, rounded up to the nearest whole percent; provided, however, that the maximum number of shares of Stock that may become eligible to be earned will be capped at two hundred percent (200%) of the Designated Participant’s Target rTSR Shares. | |||||||
| Payout Schedule | The table below provides examples of the percentage of Target rTSR Shares that would be earned under the portion of the Award relating to the rTSR Goal, based on the following Percentile Ranks as compared to each of the Index Companies’ TSRs: | |||||||
Company TSR Percentile Rank as Compared to Index Companies | Shares of Stock That May Be Earned (as a Percentage of Target rTSR Shares) (“rTSR Percentage Payout”) | |||||||
Below 25th (“Threshold Percentile Rank”) | 0% | |||||||
25th | 38% | |||||||
35th | 59% | |||||||
55th (“Target Percentile Rank”) | 100% (Maximum if Company TSR is not positive) | |||||||
| 75th | 158% (Only if Company TSR is positive) | |||||||
| 90th and Above | 200% (Only if Company TSR is positive) | |||||||
| Index Companies | If any of the Index Companies listed below no longer has a measurable TSR (e.g., is delisted or acquired) as of the end of the rTSR Performance Period, such Index Company will be removed from the calculation. If any of the Index Companies listed below is no longer on the NASDAQ-100 Index as of the end of the rTSR Performance Period but remains publicly traded on a national securities exchange or association at that time, such Index Company will be included in the calculation. There were 100 Index Companies in the NASDAQ-100 Index as of January 1, 2025, as set forth on the next page. | |||||||
| Vesting | No amount under an Award will be earned and vested as an Actual Award based on the rTSR Percentage Payout until the later of (i) the third anniversary of the vesting commencement date set forth in an Award Agreement and (ii) the Certification Date following completion of the Performance Periods, subject to the Designated Participant’s continued Service through such date, except as otherwise set forth in an Award Agreement. | |||||||
NASDAQ-100 Index (as of January 1, 2025)1
Ticker | Company | |||||||
1 | ADBE | Adobe Inc. | ||||||
2 | AMD | Advanced Micro Devices, Inc. | ||||||
3 | ABNB | Airbnb, Inc. | ||||||
4 | GOOGL | Alphabet Inc. | ||||||
5 | AMZN | Amazon.com, Inc. | ||||||
6 | AEP | American Electric Power Company, Inc. | ||||||
7 | AMGN | Amgen Inc. | ||||||
8 | ADI | Analog Devices, Inc. | ||||||
9 | ANSS | ANSYS, Inc. | ||||||
10 | AAPL | Apple Inc. | ||||||
11 | AMAT | Applied Materials, Inc. | ||||||
12 | ARM | Arm Holdings PLC | ||||||
13 | APP | AppLovin Corporation | ||||||
14 | ASML | ASML Holding N.V. | ||||||
15 | AZN | AstraZeneca PLC | ||||||
16 | TEAM | Atlassian Corporation | ||||||
17 | ADSK | Autodesk, Inc. | ||||||
18 | ADP | Automatic Data Processing, Inc. | ||||||
19 | AXON | Axon Enterprise, Inc. | ||||||
20 | BKR | Baker Hughes Company | ||||||
21 | BIIB | Biogen Inc. | ||||||
22 | BKNG | Booking Holdings Inc. | ||||||
23 | AVGO | Broadcom Inc. | ||||||
24 | CDNS | Cadence Design Systems, Inc. | ||||||
25 | CDW | CDW Corporation | ||||||
26 | CHTR | Charter Communications, Inc. | ||||||
27 | CTAS | Cintas Corporation | ||||||
28 | CSCO | Cisco Systems, Inc. | ||||||
29 | CCEP | Coca-Cola Europacific Partners plc | ||||||
30 | CTSH | Cognizant Technology Solutions Corporation | ||||||
31 | CMCSA | Comcast Corporation | ||||||
32 | CEG | Constellation Energy Corporation | ||||||
33 | CPRT | Copart, Inc. | ||||||
34 | CSGP | CoStar Group, Inc. | ||||||
35 | COST | Costco Wholesale Corporation | ||||||
36 | CRWD | CrowdStrike Holdings, Inc. | ||||||
37 | CSX | CSX Corporation | ||||||
38 | DDOG | Datadog, Inc. | ||||||
39 | DXCM | DexCom, Inc. | ||||||
40 | FANG | Diamondback Energy, Inc. | ||||||
41 | DASH | DoorDash, Inc. | ||||||
42 | EA | Electronic Arts Inc. | ||||||
43 | EXC | Exelon Corporation | ||||||
44 | FAST | Fastenal Company | ||||||
45 | FTNT | Fortinet, Inc. | ||||||
46 | GEHC | GE Healthcare Technologies Inc. | ||||||
47 | GILD | Gilead Sciences, Inc. | ||||||
48 | GFS | GLOBALFOUNDRIES Inc. | ||||||
49 | HON | Honeywell International Inc. | ||||||
50 | IDXX | IDEXX Laboratories, Inc. | ||||||
51 | INTC | Intel Corporation | ||||||
52 | INTU | Intuit Inc. | ||||||
53 | ISRG | Intuitive Surgical, Inc. | ||||||
54 | KDP | Keurig Dr Pepper Inc. | ||||||
55 | KLAC | KLA Corporation | ||||||
56 | LRCX | Lam Research Corporation | ||||||
57 | LIN | Linde PLC | ||||||
58 | LULU | lululemon athletica inc. | ||||||
59 | MAR | Marriott International, Inc. | ||||||
60 | MRVL | Marvell Technology, Inc. | ||||||
61 | MELI | MercadoLibre, Inc. | ||||||
62 | META | Meta Platforms, Inc. | ||||||
63 | MCHP | Microchip Technology Incorporated | ||||||
64 | MU | Micron Technology, Inc. | ||||||
65 | MSFT | Microsoft Corporation | ||||||
66 | MSTR | MicroStrategy Incorporated | ||||||
67 | MDLZ | Mondelez International, Inc. | ||||||
68 | MDB | MongoDB, Inc. | ||||||
69 | MNST | Monster Beverage Corporation | ||||||
70 | NFLX | Netflix, Inc. | ||||||
71 | NVDA | NVIDIA Corporation | ||||||
72 | NXPI | NXP Semiconductors N.V. | ||||||
73 | ODFL | Old Dominion Freight Line, Inc. | ||||||
74 | ON | ON Semiconductor Corporation | ||||||
75 | ORLY | O'Reilly Automotive, Inc. | ||||||
76 | PCAR | PACCAR Inc. | ||||||
77 | PLTR | Palantir Technologies Inc. | ||||||
78 | PANW | Palo Alto Networks, Inc. | ||||||
79 | PAYX | Paychex, Inc. | ||||||
80 | PYPL | PayPal Holdings, Inc. | ||||||
81 | PEP | PepsiCo, Inc. | ||||||
82 | PDD | PDD Holdings Inc. | ||||||
83 | QCOM | QUALCOMM Incorporated | ||||||
84 | REGN | Regeneron Pharmaceuticals, Inc. | ||||||
85 | ROP | Roper Technologies, Inc. | ||||||
86 | ROST | Ross Stores, Inc. | ||||||
87 | SBUX | Starbucks Corporation | ||||||
88 | SNPS | Synopsys, Inc. | ||||||
89 | TTWO | Take-Two Interactive Software, Inc. | ||||||
90 | TSLA | Tesla, Inc. | ||||||
91 | TXN | Texas Instruments Incorporated | ||||||
92 | KHC | The Kraft Heinz Company | ||||||
93 | TTD | The Trade Desk, Inc. | ||||||
94 | TMUS | T-Mobile US, Inc. | ||||||
95 | VRSK | Verisk Analytics, Inc. | ||||||
96 | VRTX | Vertex Pharmaceuticals Incorporated | ||||||
97 | WBD | Warner Bros. Discovery, Inc. | ||||||
98 | WDAY | Workday, Inc. | ||||||
99 | XEL | Xcel Energy Inc. | ||||||
100 | ZS | Zscaler, Inc. | ||||||
1 Excludes Alphabet Inc. GOOG common stock for purposes of measurement of achievement of the rTSR Goal.
Exhibit C
Net New Sales Goal (50% Weight)
| Parameter | Description | |||||||
| Annual Determination of Net New Sales Goals and Payout Schedules | Net New Sales Goals will be approved annually by the Committee at the beginning of each Fiscal Year. One-third of the Target NNS Shares will apply to each Fiscal Year (the “FY Target NNS Shares”) (e.g., if awarded 99 Target NNS Shares for the NNS Performance Period, 33 FY Target NNS Shares will apply to each Fiscal Year). Payout Schedules for achievement of annual Net New Sales Goals under the Program will be approved annually by the Committee at the beginning of each Fiscal Year. | |||||||
| Net New Sales Performance Goal | The number of shares of Stock that may be earned under the Net New Sales Goal is based on, for each Fiscal Year, the amount of (i) ending annualized recurring revenue growth in Digital Media and (ii) subscription revenue growth in Digital Experience, each compared against a pre-determined target approved by the Committee at the beginning of each Fiscal Year (collectively, the “Targets”) After the completion of each Fiscal Year, the Committee will certify the applicable percentage payout for the Fiscal Year based on achievement of the Net New Sales Goal for that Fiscal Year (such payout percentage for a Fiscal Year, the “FY NNS Percentage Payout”). The Committee will adjust the calculation of the achievement of the Net New Sales Goal for each Fiscal Year to exclude the effect of any of the following (whether positive or negative) that occur during an applicable Fiscal Year: (i) material mergers and acquisitions and (ii) foreign currency fluctuations. | |||||||
| Payout Schedule for Fiscal Year 2025 | The table below provides examples of the percentage of FY Target NNS Shares that may be earned based on performance against the Targets for Fiscal Year 2025. | |||||||
Net New Sales Performance Against Targets for Fiscal Year 2025* | Shares of Stock That May Be Earned for Fiscal Year 2025 (as a Percentage of FY Target NNS Shares)** | |||||||
94.4% and Below | 0% | |||||||
97% | 34% | |||||||
100% | 75% | |||||||
101% | 90% | |||||||
104% | 100% | |||||||
106% | 118% | |||||||
109.5% | 150% | |||||||
112.3% and Above | 200% | |||||||
* Percentages will be rounded to the nearest tenth of a percent. ** Resulting shares of Stock earned will be rounded down to the nearest whole share. | ||||||||
| Vesting | Any shares earned for a completed Fiscal Year based on the applicable FY NNS Percentage Payout will be “banked” with respect to that Fiscal Year but will not be vested or payable until the later of (i) the third anniversary of the vesting commencement date set forth in an Award Agreement and (ii) the Certification Date following completion of the Performance Periods, subject to the Designated Participant’s continued Service through such date, except as otherwise set forth in an Award Agreement. | |||||||
Exhibit 10.2
Adobe Inc.
2019 Equity Incentive Plan
2025 Performance Share Program
Performance Share Award Grant Notice
(Global)
Adobe Inc. (the “Company”), pursuant to its 2025 Performance Share Program, including the exhibits thereto (the “Program”), under its 2019 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby awards to you the award (the “Award”) set forth below pursuant to Section 9 of the Plan. This Award is subject to all of the terms and conditions as set forth herein and in the Performance Share Award Agreement, including the Appendix attached thereto (the “Award Agreement”), the Program, and the Plan, each of which are incorporated herein in their entirety. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Plan or the Program, as applicable.
| Participant: | ______________________________________ | ||||
| Date of Grant: | ______________________________________ | ||||
| Vesting Commencement Date: | January 24, 2025 | ||||
| Target Number of Shares of Stock: | ______________________________________ | ||||
| Maximum Number of Shares of Stock: | 200% of the Target Number of Shares of Stock | ||||
| Performance Periods: | TSR Goal: Calendar Years 2025 through 2027 | ||||
| Net New Sales Goal: Company’s Fiscal Years 2025 through 2027 | |||||
Determination of Actual Award: On the Certification Date after the Performance Periods above, and provided that (i) the applicable Performance Goals are attained during the applicable Performance Period as described in the Program, and (ii) you continue to render Service through the Scheduled Vesting Date (as defined below), you shall be eligible to receive an Actual Award representing the number of shares of Stock, as determined by the Committee, based on the degree of achievement of the applicable Performance Goals, as determined by the Committee, and the limitations set forth in the Award Agreement.
Vesting Schedule: The Actual Award shall be scheduled to fully vest as of the later of (i) the third anniversary of the Vesting Commencement Date or (ii) the Certification Date at the end of the Performance Periods above (the “Certification Date” and such later date, the “Scheduled Vesting Date”), subject to your continued Service through the Scheduled Vesting Date, except as otherwise set forth in Section 1 of the Award Agreement.
Delivery of Shares: Subject to the limitations contained herein and the provisions of the Plan and the Program, the Company shall deliver to you the vested shares of Stock subject to the Actual Award as provided in Section 3 of the Award Agreement.
Additional Terms/Acknowledgments: You acknowledge receipt of, and understand and agree to, this Performance Share Award Grant Notice (the “Grant Notice”), the Award Agreement, the Program and the Plan. You further acknowledge that as of the Date of Grant, this Grant Notice, the Award Agreement, the Program, and the Plan set forth the entire understanding between you, the Company and any other
applicable Participating Company regarding the Award and supersede all prior oral and written agreements on that subject, with the exception of any applicable change of control plan approved by the Board or a committee thereof and/or an applicable individual written retention agreement or severance provision between the Company, or a subsidiary of the Company, and you, to the extent applicable to you (such documents, the “Superseding Agreements”). This Award will be deemed a Performance Award for purposes of the Superseding Agreements.
| ADOBE INC. | ||||||||||||||
| By: | ||||||||||||||
| Shantanu Narayen | ||||||||||||||
| Chief Executive Officer | ||||||||||||||
| Address: 345 Park Avenue | ||||||||||||||
| San Jose, CA 95110-2704 USA | ||||||||||||||
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Adobe Inc.
2019 Equity Incentive Plan
2025 Performance Share Program
Performance Share Award Agreement
(Global)
Pursuant to the Performance Share Award Grant Notice (the “Grant Notice”) and this Performance Share Award Agreement, including the attached Appendix (the “Award Agreement”), Adobe Inc. (the “Company”) has awarded you, pursuant to its 2025 Performance Share Program (the “Program”) under its 2019 Equity Incentive Plan, as amended from time to time (the “Plan”), the Award as indicated in the Grant Notice. Unless otherwise defined herein or in the Grant Notice, capitalized terms shall have the meanings set forth in the Plan or the Program, as applicable.
The details of your Award, in addition to those set forth in the Grant Notice, are as follows.
1.Entitlement to Shares.
(a)Determination of Actual Award.
(i)General. Provided that (A) the applicable Performance Goals are achieved during the applicable Performance Period, and (B) you continue to render Service through the Scheduled Vesting Date, then, subject to the limitations contained herein and to the provisions of the Program and the Plan, you shall be issued an Actual Award on or following the Scheduled Vesting Date equal to such number of shares of Stock as is determined by the Committee in accordance with the Award Calculation Methodology provisions of Exhibit A to the Program (the “Award Calculation Methodology”) and any additional exhibits to the Program. In determining an Actual Award, (x) if the threshold goal for a Performance Goal is not achieved during the applicable Performance Period, you will not be credited with or receive any shares of Stock as an Actual Award with respect to such Performance Goal, and (y) the maximum number of shares of Stock for which you may be credited as an Actual Award with respect to a single fiscal year of the Company will in no event exceed one million five hundred thousand (1,500,000) shares of Stock for such fiscal year (subject to adjustment as provided in Section 4.2 of the Plan).
(ii)Change of Control. If a Change of Control occurs prior to the Certification Date, then, provided that you continue to render Service until the Scheduled Vesting Date, you shall vest in a number of shares of Stock determined by (A) shortening the applicable Performance Period to end on the date of the close of the Company’s fiscal quarter coincident with or immediately preceding the Change of Control, (B) adjusting the applicable Performance Goals as necessary and appropriate based on the shortened Performance Period, and (C) determining the level of achievement of such Performance Goals based on such shortened Performance Period and providing for payment of that number of shares of Stock based on such achievement. Upon a Change of Control, to the extent any
3
shares of Stock are determined not eligible to vest, such shares of Stock will immediately be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company.
(b)Vesting. The Actual Award shall be subject to vesting in accordance with the Vesting Schedule set forth on the Grant Notice, subject to such acceleration as provided in Section 1(a)(ii) or 1(d) of this Award Agreement or a Superseding Agreement, as applicable. For purposes of the Award, your Service will be considered terminated as of the date you are no longer actively providing Service to a Participating Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Participating Company, your right to vest in the Award, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of Service would not include any contractual notice period or any period of “garden leave” or similar period mandated under labor laws in the jurisdiction where you are employed or the terms of your employment agreement, if any). The Committee will have the exclusive discretion to determine when you are no longer actively providing Service for purposes of your Award (including whether you may still be considered to be providing Services while on a leave of absence in accordance with the Company’s Leave of Absence Policy, as may be amended from time to time). Any such determination by the Committee for purposes of your Award will have no effect upon any determination of the rights or obligations of you or the Company (or any Participating Company, as applicable) for any other purpose.
(c)Forfeiture. Notwithstanding any contrary provision of this Award Agreement, and except as set forth in Section 1(d) or a Superseding Agreement, any shares of Stock subject to the Award that have not vested at the time of your termination of Service for any or no reason will be forfeited immediately and automatically transferred to and reacquired by the Company at no cost to the Company, and except as set forth in Section 1(a)(ii), any shares of Stock subject to the Award that never will vest due to the failure to achieve the applicable Performance Goal upon completion of the applicable Performance Period automatically will be forfeited, transferred to and reacquired by the Company at no cost to the Company.
(d)Disability or Death.
(i)Prorated Award. If your Service terminates prior to the Certification Date by reason of death or Disability, you (or your heirs in the case of death) will be credited with an Actual Award equal to the Target Number of Shares of Stock (as set forth in the Grant Notice) pro-rated based on the number of months of Service (rounded up for any partial months of Service) you provided in the Performance Period prior to your termination (but in no event shall you be credited with more than the number of months in the Performance Period); provided that to extent a Performance Period for any Performance Goals has elapsed at the time of such termination (including any interim period in such Performance Period over which the attainment of Performance Goals is measured), you (or your heirs in the case of death) will be credited with the number of shares of Stock attributable to actual achievement of such Performance Goal(s) (e.g., with respect to any “banked shares” as set forth in the Program that are
not vested prior to the Scheduled Vesting Date) and any remaining portion of the Award related to a Performance Period that has not elapsed at the time of such termination (including any interim Performance Periods therein over which the attainment of Performance Goals is measured) will be credited at the Target Number of Shares of Stock related to such portion of the Award, pro-rated as set forth above in this clause (i).
(ii)Delivery of Shares. The shares of Stock subject to an Actual Award that vest pursuant to this Section 1(d) shall be issued and delivered to you pursuant to Section 3 (or as set forth in Section 3(b) in the case of death).
(e)Leave of Absence. The Actual Award is subject to the Company’s Leave of Absence Policy, as amended from time to time, which may provide for a pause in vesting under certain circumstances and a related adjustment to the Target Number of Shares of Stock (as set forth in the Grant Notice).
2.Rights as a Stockholder. Neither you nor any person claiming under or through you will have any of the rights or privileges of a stockholder of the Company in respect of any shares of Stock hereunder unless and until certificates representing shares of Stock (or other evidence of ownership as so designated by the Company) (either, “Certificates”) will have been issued to you pursuant to Section 3. After such issuance, you will have all the rights of a stockholder of the Company with respect to voting such shares of Stock and receipt of dividends and other distributions on such shares of Stock.
3.Delivery of Shares.
(a)General. Except as set forth below in this Section 3 and subject to Sections 10 and 14, the Company shall issue and deposit in the applicable brokerage account the shares of Stock subject to a vested Actual Award within thirty (30) days following the Scheduled Vesting Date; provided that in no event may the shares of Stock subject to a vested Actual Award be issued and delivered after March 15th of the calendar year following the calendar year in which the Actual Award is vested. In no event will you be permitted, directly or indirectly, to specify the taxable year of the payment of any shares of Stock payable to you under this Award.
(b)Delivery Following Death. If you are deceased at the time that shares of Stock under an Actual Award, if any, are to be delivered to you, such delivery will be made to your designated beneficiary, or if no beneficiary has survived you or been designated, or if the beneficiary designation is not enforceable and/or is not valid under the inheritance or other laws in your country (as determined by the Company in its sole discretion), to the administrator or executor of your estate. Any such transferee must furnish the Company with (i) written notice of his or her status as a transferee, and (ii) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer in the applicable country.
5
4.Capitalization Adjustments. The shares of Stock subject to your Award will be adjusted from time to time for capitalization adjustments, as provided in Section 4.2 of the Plan.
5.Compliance with Law. The grant of your Award and the issuance of any shares of Stock thereunder shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. You may not be issued any shares of Stock if such issuance of shares of Stock would constitute a violation of any applicable federal, state or foreign securities laws, any other governmental regulatory body, or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. You understand that the Company is under no obligation to register or qualify the shares with the United States Securities and Exchange Commission or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares of Stock.
In addition, you may not be issued any shares of Stock unless (i) a registration statement under the Securities Act shall at the time of issuance be in effect with respect to the shares of Stock or (ii) in the opinion of legal counsel to the Company, the shares of Stock may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT THE SHARES OF STOCK MAY NOT BE ISSUED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. Where the Company determines that the delivery of any shares of Stock to settle this Award would violate federal securities laws or other applicable laws or rules or regulations promulgated by any governmental agency, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that delivery of shares of Stock will no longer cause such violation. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares of Stock shall relieve the Company of any liability in respect of the failure to issue or sell such shares of Stock as to which such requisite authority shall not have been obtained. As a condition to the issuance of any shares of Stock pursuant to this Award, the Company may require you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. Further, you agree that the Company shall have unilateral authority to amend the Plan, the Program, the Grant Notice and/or the Award Agreement without your consent to the extent necessary to comply with securities or other laws applicable to issuance of shares of Stock.
6.Restrictive Legends. The shares of Stock issued pursuant to an Actual Award shall be endorsed with appropriate legends, if any, determined by the Company.
7.Transferability. Except to the limited extent permitted under Section 3(b), this Award and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Award, or any right or privileged conferred hereby, or upon any attempted sale under any
execution, attachment or similar process, this Award and the rights and privileges hereby immediately will become null and void.
8.Award Not a Service Contract. Your Award is not an employment or service contract, and nothing in your Award shall be deemed to create in any way whatsoever any obligation on your part to continue in the Service of a Participating Company, or on the part of a Participating Company to continue such Service. In addition, nothing in your Award shall obligate any Participating Company, its respective stockholders, boards of directors, officers or Employees to continue any relationship that you might have as an Employee, Director or Consultant for the Participating Company.
9.Unsecured Obligation. Your Award is unfunded, and you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares of Stock pursuant to an Actual Award under this Award Agreement. You shall not have voting or any other rights as a stockholder of the Company with respect to the shares of Stock acquired pursuant to this Award Agreement until such shares of Stock are issued to you pursuant to this Award Agreement. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company with respect to the shares of Stock so issued. Nothing contained in this Award Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.
10.Tax Obligations.
(a)General. Regardless of any action taken by the Company or any other Participating Company with respect to any or all federal, state, local and foreign income, employment, social insurance, payroll taxes, payment on account or other taxes related to your participation in the Plan and legally applicable to you or deemed by the Company to be an appropriate charge to you even if technically due by a Participating Company (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or any other Participating Company. You further acknowledge that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of your Award, including, but not limited to, the grant, vesting or settlement of this Award, the subsequent sale of Stock acquired pursuant to this Award, or the receipt of any dividends and/or Dividend Equivalents and (ii) does not commit to and is under no obligation to structure the terms of the grant or any other aspect of your Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you have become subject to tax in more than one jurisdiction, as applicable, you acknowledge that any Participating Company you are providing (or have provided) Service to may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)Withholding Arrangements. Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Participating Company Group to satisfy all Tax-Related Items. In this regard, you hereby authorize the applicable
7
Participating Company, or its respective agents, in their sole discretion and subject to any limitations under applicable law, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following means:
(i)withholding of that number of whole vested shares of Stock otherwise deliverable to you pursuant to this Award Agreement having a Fair Market Value not in excess of the amount of the withholding obligation for Tax-Related Items determined by the Company after considering required withholding rates; to the extent permitted under the Plan, the Company may determine such amount by considering other applicable withholding rates up to the maximum rate applicable in your jurisdiction. For tax purposes, you are deemed to have been issued the full number of shares of Stock subject to the vested Award, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items;
(ii)withholding from proceeds of the sale of shares of Stock acquired upon vesting/settlement of the Award either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization, without further consent);
(iii)tender by you of a payment in cash or check to the applicable Participating Company of any amount of the Tax-Related Items;
(iv)withholding by any Participating Company of any amount of the Tax-Related Items from your salary, wages or any other cash compensation owed to you by any Participating Company;
(v)in the event this Award is settled in whole or in part in cash, withholding from the cash to be distributed to you in settlement of this Award; and/or
(vi)any other method approved by the Company, to the extent permitted by applicable law and under the terms of the Plan.
(c)Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other withholding rates, including maximum withholding rates in your jurisdiction(s). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or, if not refunded, you may seek a refund from the applicable tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authorities or to a Participating Company.
(d)You shall pay to the applicable Participating Company any amount of the Tax-Related Items that a Participating Company may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company shall
have no obligation to issue or deliver shares of Stock, cash, or the proceeds of the sale of Stock until you have satisfied the obligations in connection with the Tax-Related Items as described in this Section 10.
(e)Notwithstanding the foregoing, if you are subject to Section 16 of the Exchange Act, the Company will withhold using the method described under Section 10(b)(i) above unless the use of such withholding method is problematic under applicable laws or has materially adverse accounting consequences, in which case the Committee (as constituted to satisfy the requirements of Exchange Act Rule 16b-3) shall determine which of the other methods described in Section 10(b) above shall be used to satisfy the withholding obligation for Tax-Related Items.
11.Nature of Award. In accepting your Award, you acknowledge, understand and agree that:
(a)the Plan is established voluntarily by the Company; it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan, in accordance with Section 14 of the Plan;
(b)the Plan is operated and the Award is granted solely by the Company, and only the Company is a party to this Award Agreement; accordingly, any rights you may have under this Award Agreement, including related to the Award, may be raised only against the Company and not any other Subsidiary Corporation (including, but not limited to, your employer);
(c)no Subsidiary Corporation (including, but not limited to, your employer) has any obligation to make any payment of any kind to you under this Award Agreement;
(d)the grant of your Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awards, or benefits in lieu of Awards, even if Awards have been granted in the past;
(e)all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company;
(f)the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with any Participating Company and shall not interfere with any ability of any applicable Participating Company to terminate your employment or service relationship (if any);
(g)you are voluntarily participating in the Plan;
(h)the Award and the shares of Stock subject to the Award, and the income from and value of same, are not intended to replace any pension rights or compensation;
9
(i)the Award and the shares of Stock subject to the Award, and the income from and value of same, are not part of normal or expected compensation or salary for purposes of, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments;
(j)the future value of the underlying shares of Stock subject to your Award is unknown, indeterminable and cannot be predicted with certainty;
(k)no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of your Service with any Participating Company (for any reason whatsoever, whether or not later found to be invalid or in breach of labor laws in the jurisdiction where you are employed or providing Service or the terms of your employment or service agreement, if any);
(l)unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Award Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company;
(m)unless otherwise agreed with the Company, the Award and the shares of Stock subject to the Award, and any income from and value of same, are not granted as consideration for, or in connection with, the Service you may provide as a director of any Subsidiary Corporation; and
(n)the Participating Company Group shall not be liable for any foreign exchange rate fluctuation between the United States Dollar and your local currency (if different) that may affect the value of the Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement.
12.Delivery of Documents and Notices. Any document relating to the Award, participating in the Plan or the Program and/or notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Award Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, with postage and fees prepaid, or with a nationally recognized courier designating express or expedited service with evidence of delivery, addressed to the other party at the address, including email address, if any, provided for you by the Company or a Participating Company, or at such other address as such party may designate in writing from time to time to the other party.
(a)Description of Electronic Delivery. The Plan and Program documents, which may include but do not necessarily include the Plan prospectus, the Grant Notice, this Award Agreement, Certificates, and U.S. financial reports of the Company, may be delivered to you electronically by the Company or a third party designated by the Company. Such means of delivery may include but do not
necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via email or such other delivery determined at the Committee’s discretion.
(b)Consent to Electronic Delivery. You acknowledge that you have read Section 12 of this Award Agreement and consent to the electronic delivery of the Plan and Program documents by the Company or a third party designated by the Company and agree to participate in the Plan and the Program through any online or electronic system established and maintained by the Company or a third party designated by the Company, as described in Section 12. You acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost if you contact the Company by telephone, through a postal service or electronic mail at ***@adobe.com. You further acknowledge that you will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, you understand that you must provide the Company or any designated third party with a paper copy of any documents delivered electronically if electronic delivery fails. Also, you understand that your consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if you have provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at ***@adobe.com. Finally, you understand that you are not required to consent to electronic delivery.
13.Data Privacy Notice. You understand that the Participating Company Group collects, uses, processes, shares, transfers and stores (collectively, “processes”) certain personal information about you, including, but not limited to, your name, home address, email address and telephone number, date of birth, social insurance number (to the extent permitted under applicable law), passport or other identification number, salary or details regarding compensation, nationality, job title, any shares of Stock or directorships held in the Company, details of all Awards or any other entitlement to shares of Stock awarded, canceled, exercised, vested, unvested or outstanding in your favor (all “Data”), for the exclusive purpose of implementing, administering and managing the Plan. Adobe processes such Data in accordance with the Adobe Employee Privacy Policy or other privacy policies or successor privacy policies maintained by the Company. California residents, Adobe further processes such Data in accordance with the Adobe California Workers Supplemental Privacy Policy. The categories of personal information including sensitive personal information are identifiers, characteristics of protected classifications under California or federal law, professional or employment related information, social security, driver's license, state identification card, or passport number, and any personal information that identifies, relates to, describes, or is capable of being associated with a particular individual. The personal information is not sold or shared for cross-context behavioral advertising. The California Consumer Privacy Act Policy is available at https://www.adobe.com/privacy/us-rights.html.
You understand that the Data will be transferred to Morgan Stanley Smith Barney, LLC, the brokerage firm engaged by the Company to hold your shares of Stock and other amounts acquired under the Plan, and its affiliated company, E*TRADE from Morgan Stanley (collectively,
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“E*TRADE” ), or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. Data may also be transferred to another brokerage firm, if you are permitted to and decide to transfer the shares of Stock received under the Plan to such other brokerage firm. You understand that the recipients of Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country.
The Company will hold and use the Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. When the Company no longer needs the Data, the Company will securely dispose of the Data in accordance with the Company's data retention and deletion standards, which may be amended from time to time. If the Company keeps data longer, it would be to satisfy legal or regulatory obligations and the Company’s legal basis would be compliance with the relevant laws or regulations.
You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact ***@adobe.com.
If you are an employee of or providing Service to an affiliate of the Company in the European Economic Area, or Switzerland, the United Kingdom (collectively, “EEA+”), or Japan, the grant of consent below is not relevant to you. The Company (and other authorized recipients of Data) process Data for the purpose of implementing, administering and managing the Plan; this is necessary in order to perform Company’s contractual obligations under this Award Agreement. If you do not provide Data required for this purpose, the Company will not be able to perform its obligations under this Award Agreement and this may affect your ability to participate in the Plan.
The Company and E*TRADE have entered into standard contract clauses, in the form authorized by the European Commission, with its affiliates in the European Economic Area in order to provide adequate protection for Data. The Company is the controller responsible for Data processing described above and can be contacted at 345 Park Avenue, San Jose, California 95110 USA, or ***@adobe.com. You are entitled to complain to an EEA data protection authority in the country where you live, work, or believe any breach of data protection law has occurred. For more information regarding your rights related to the processing of your Data, please review the EU Employee Privacy Notice or other privacy policies or successor privacy policies maintained by the Company.
Unless you are an employee of or providing Service to an affiliate of the Company in the EEA+ or Japan, you hereby explicitly and unambiguously consent to the collection, use and transfer, in
electronic or other form, of your Data by and among the members of the Participating Company Group and by E*TRADE and any other company selected by Company to assist it in administering the Plan and any brokerage firm to which you may transfer shares of Stock under the Plan, for the exclusive purpose of implementing, administering and managing your participation in the Plan. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or Service with the applicable Participating Company will not be affected: the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant Performance Shares or other equity to you or administer or maintain such awards. Access to and management of previously awarded grants may also be impacted. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact ***@adobe.com. All privacy policies and standards referenced in this Section are available on Inside Adobe.
14.Application of Section 409A (Only Applicable to U.S. Taxpayers). It is intended that all of the benefits and payments provided under this Award satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4), and this Award will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Award and the payments and benefits to be provided hereunder are intended to, and will be construed and implemented so as to, comply in all respects with the applicable provisions of Code Section 409A, and any provisions calling for payments on a termination of employment or other service shall be read to mean a “separation from service” (as defined under Treasury Regulation Section 1.409-1(h) without reference to alternative definitions thereunder). For purposes of Code Section 409A, each payment, installment and benefit under this Award is intended to constitute a separate and distinct payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding any other provision of this Award Agreement, to the extent that (a) one or more of the payments or benefits received or to be received by you upon “separation from service” pursuant to this Award would constitute deferred compensation subject to the requirements of Code Section 409A, and (b) you are a “specified employee” within the meaning of Code Section 409A at the time of separation from service, then to the extent delayed commencement of any portion of such payments or benefits is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Code Section 409A, such payments and benefits shall not be provided to you prior to the earliest of (i) the expiration of the six (6)-month period measured from the date of separation from service, (ii) the date of your death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation on you. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments and benefits deferred pursuant to this paragraph shall be paid in a lump sum to you, and any remaining payments and benefits due shall be paid as otherwise provided herein.
15.Binding Agreement. Subject to the limitation on the transferability of this Award contained herein, this Award Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
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16.Committee Authority. The Committee will have the power to interpret the Plan, the Program, the Grant Notice and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan and the Program as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any shares of Stock have vested). All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon you, the Company and all other interested persons. No member of the Committee will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, the Program, the Grant Notice or this Award Agreement.
17.Headings. The headings of the Sections in this Award Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Award Agreement or to affect the meaning of this Award Agreement.
18.Amendment. The Committee may, without notice, amend, suspend or terminate the Program; provided, however, that no such action may adversely affect any then outstanding Award unless (i) expressly provided by the Committee and (ii) with your written consent, unless such action is necessary or advisable to comply with any applicable law, regulation, rule or administrative reasons.
19.Miscellaneous.
(a)The rights and obligations of the Company under your Award shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by, the Company’s successors and assigns.
(b)You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.
(c)You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award.
20.Agreement Severable. The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
21.Governing Plan Document. Your Award is subject to all the provisions of the Plan and the Program, the provisions of which are hereby made a part of this Award Agreement, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan or the Program. In the event of any conflict between one or more provisions of your Award and one or more provisions of the Plan or Program, the provisions of the
Plan or Program shall control. In the event of any conflict between one or more provisions of the Plan and one or more provisions of the Program, the provisions of the Plan shall control.
22.Recoupment. Your Award is subject to recoupment in accordance with the terms of the Company’s clawback policies, including (a) the Company’s Incentive Compensation Recovery Policy adopted to comply with Rule 10D-1 promulgated under the Exchange Act and the listing standards of the Nasdaq Stock Market LLC and (b) any other clawback policy that the Company may adopt from time to time, all to the extent determined by the Committee to be applicable to you, the Award and/or required by applicable law. No recovery of compensation under any such clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or any other Participating Company.
23.Applicable Law and Venue. The Award and the provisions of this Award Agreement shall be governed by, and subject to, the laws of the State of California, United States of America. For purposes of any action, lawsuit or other proceedings brought to enforce this Award Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of Santa Clara County, California, or the federal courts of the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.
24.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or the Program, or your acquisition or sale of the underlying shares of Stock. You understand and agree that you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan or the Program before taking any action related to the Plan.
25.Language. You acknowledge that you are sufficiently proficient in the English language, or have consulted with an advisor who is sufficiently proficient in English, so as to allow you to understand the provisions of this Award Agreement, the Plan and the Program. If you received this Award Agreement or any other document related to the Plan or the Program translated into a language other than English and if the meaning of the translated version is different from the English version, the English version will control.
26.Appendix. Notwithstanding any provisions in this Award Agreement, the Award shall be subject to any special terms and conditions set forth in the Appendix to this Award Agreement for your country. Moreover, if you relocate to one of the countries included in the Appendix or to a country not included in the Appendix, the special terms and conditions for such country set forth in the Appendix (or such other applicable terms and conditions) will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Award Agreement. In accepting the Award, you acknowledge receipt of, understand and agree to the additional terms and conditions included in the Appendix.
27.Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan or the Program, on the Award and on any shares of Stock
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acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
28.Waiver. You acknowledge that a waiver by the Company of a breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by you or another Participant.
29.Insider Trading Restrictions/Market Abuse Laws. You acknowledge that you may be subject to insider-trading restrictions and/or market abuse laws in applicable jurisdictions, including the United States and your country of residence, which may affect your ability to acquire, sell or attempt to sell or otherwise dispose of shares of Stock or rights to shares of Stock (e.g., the Award) during such times as you are considered to have “inside information” regarding the Company as defined in the laws or regulations in applicable jurisdictions, including the United States. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You should consult your personal legal advisor for further details regarding any insider trading restrictions and/or market-abuse laws in your country.
30.Foreign Asset/Account Reporting Requirements and Exchange Controls. Your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your ability to acquire or hold shares of Stock under the Plan or the Program or cash received from participating in the Plan or the Program (including from any dividends received or sale proceeds arising from the sale of shares of Stock) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan or the Program to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details.
Exhibit 10.3
Adobe Inc.
2019 Equity Incentive Plan
2023 Performance Share Program
Adopted: January 24, 2023
Amended and Restated: January 24, 2025
1.Purpose. The Adobe Inc. 2023 Performance Share Program (the “Program”), established under the Adobe Inc. 2019 Equity Incentive Plan (the “Plan”), is intended to provide equity incentive compensation to individuals who make a significant contribution to the performance of Adobe Inc. (the “Company”). Program objectives are to: (a) focus key Employees on building stockholder value, (b) provide significant award potential for achieving outstanding Company performance, and (c) enhance the ability of the Company to attract and retain highly talented and competent individuals.
2.Definitions.
Defined terms not explicitly defined in this Program but defined in the Plan have the same definitions as in the Plan.
(a) “Actual Award” means the number of shares of Stock subject to an Award of Performance Shares credited under the Program to a Designated Participant following a Performance Period, based on achievement of applicable Performance Goals during the Performance Period.
(b) “Board” means the Board of Directors of the Company.
(c) “Certification Date” means the date on which the Executive Compensation Committee of the Board certifies the achievement of the Performance Goal(s) following the applicable Performance Period with respect to an Award.
(d) “Committee” means the Executive Compensation Committee of the Board or, with respect to Designated Participants who are not subject to Section 16 of the Exchange Act, a committee of one or more Officers authorized to grant Awards to Designated Participants.
(e) “Designated Participant” means a key Employee of the Company or any other Participating Company having the title of Vice President or above (or equivalent) who is designated by the Committee in writing to participate in the Program.
(f) “Disability” means, with respect to a Designated Participant, the inability of such Designated Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, as provided in Sections 22(e)(3) and 409A(a)(2)(C)(i) of the Code.
(g) “Performance Period” means the period of time selected by the Committee over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Designated
Participant’s right to an Actual Award. At the discretion of the Committee, a Performance Period may be divided into shorter periods (for example, fiscal years or fiscal quarters of the Company) over which the attainment of one or more Performance Goals will be measured.
(h) “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.
(i) “Target Shares” has the meaning set forth in Section 3(a) of the Program.
3.Grant and Earning of Awards Under the Program.
(a) General Program Description. The Program provides the opportunity for Designated Participants to earn shares of Stock based on the performance of the Company with respect to an applicable Performance Period. Upon selection to participate in the Program, each Designated Participant will be granted an Award by the Committee pursuant to which shares of Stock can be earned as an Actual Award by such Designated Participant if (i) specified levels of applicable Performance Goals are achieved during the applicable Performance Period, and (ii) except as otherwise set forth in an Award Agreement, the Designated Participant continues to render Service during the entire Performance Period and any applicable vesting period, as determined by the Committee. Each Award will be evidenced by an Award Agreement that will include the target number of shares of Stock under the Award (the “Target Shares”).
(b) Designated Participants. In general, the Committee will select certain key Employees who have the title of Vice President or above (or equivalent) to participate in the Program at the beginning of a Performance Period. The Committee may designate a key Employee who commences Service after the beginning of a particular Performance Period as eligible to receive a prorated Award for such Performance Period. The determination as to whether an individual is a Designated Participant will be made by the Committee, in its sole discretion, and such determination will be binding and conclusive on all persons.
No Employee will have any right to be a Designated Participant in the Program, to continue as a Designated Participant, or to be granted an Award or to earn an Actual Award under the Program. The Company is not obligated to give uniform treatment (e.g., number of Target Shares) to Employees or Designated Participants under the Program. Participation in the Program as to a particular Performance Period does not convey any right to participate in the Program as to any other Performance Period.
(c) Limits on Awards. In no event may an Award of Performance Shares be granted to a Designated Participant such that the number of shares of Stock that could be earned by such Designated Participant thereunder would exceed one million five hundred thousand (1,500,000) shares of Stock for each full fiscal year of the Company contained in the Performance Period (subject to adjustment as provided in Section 4.2 of the Plan). For the avoidance of doubt, if an Award of Performance Shares is granted with a Performance Period covering three fiscal years, then the Actual Award would be capped at four million five hundred thousand (4,500,000) shares of Stock.
(d) Performance Goals.
(i) The Performance Goals for a particular Performance Period and their relative weights, if any, are determined by the Committee, in its sole discretion. The Committee also may establish, in its sole discretion, Performance Goals for annual, quarterly or other periods within the applicable Performance Period. The Performance Goals for a Performance Period or for shorter periods within a Performance Period are not required to be identical to the Performance Goals for any other Performance Period or a shorter period within a Performance Period. The Committee may establish Performance Goals for the Company that differ from those established for one
or more other Participating Companies and may establish different Performance Goals for each Designated Participant or for groups of Designated Participants.
(ii) If one or more Performance Goals require a specified threshold level of achievement and such threshold Performance Goal is not achieved during the applicable Performance Period, the Designated Participant will not earn any shares of Stock with respect to such Performance Goal under such Award. The methodology for determining the number of shares of Stock that may become eligible to be earned based on the levels of achievement of the Performance Goals under an Award and the Actual Award, if any, that will become payable to a Designated Participant in respect of a Performance Period is set forth in the attached Exhibits.
4.Other Program Provisions.
(a) Distribution of Actual Awards. Assessment of actual performance, determination of Actual Awards and the distribution of shares of Stock in respect of Actual Awards will be subject to (i) certification by the Committee that the applicable Performance Goals and the other terms of the Program have been met, and (ii) except as otherwise set forth in an Award Agreement, the Designated Participant’s continued Service through the applicable Performance Period and any applicable vesting period. Unless an Award Agreement provides otherwise, shares of Stock that are credited to a Designated Participant as an Actual Award will be distributed to the Designated Participant (or the Designated Participant’s heirs in the case of death) within thirty (30) days following the applicable vesting date. It is the intent that this Program comply with the requirements of Section 409A so that none of the payments to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.
(b) Withholdings. Subject to Section 13 of the Plan and the applicable Award Agreement, the Company will withhold shares of Stock otherwise deliverable to the Designated Participant in satisfaction of any federal, state or local tax withholding obligation relating to the delivery of Stock under the Actual Award, but the Company will not withhold a number of shares with a fair market value in excess of the applicable tax withholdings after considering required withholding rates; provided, however, that the Company may determine such amount by considering withholding rates up to the maximum rate applicable in the jurisdiction of the Designated Participant.
(c) Employment and Termination. In order to receive shares of Stock in respect of an Actual Award under the Program, a Designated Participant must continue to render Service to the Company or any other Participating Company during the entire applicable Performance Period, and for any applicable vesting period as determined by the Committee, except as otherwise provided under the terms of the applicable Award Agreement.
(d) No Employment or Service Rights. Nothing in the Program, or any instrument executed or Award granted pursuant to the Program, will (i) confer upon any Employee or Designated Participant any right to continue to be retained in the employ or service of the Company or any other Participating Company, (ii) change the at-will employment relationship between the Company or any other Participating Company and an Employee or Designated Participant, or (iii) interfere with the right of the Company or any other Participating Company to discharge any Employee, Designated Participant or other person at any time, with or without cause, unless otherwise required by applicable law.
(e) Program Administration. The Committee, subject to any limits on its authority under the Plan or the limits of any delegated authority, will be responsible for all decisions and recommendations regarding Program administration and retains final authority regarding all aspects of Program administration, the resolution of any disputes, and the application of the Program in any respect to a Designated Participant. All determinations and interpretations made by the Committee in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons. The Executive Compensation Committee of the Board may, without notice, amend, suspend or terminate the Program; provided, however, that no such action may adversely affect any then-outstanding Award unless (i) expressly provided by the Committee and (ii) with the Participant’s consent, unless such action is necessary to comply with any applicable law, regulation or rule.
(f) Stockholder Rights. No Designated Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to an Award (including, without limitation, the right to receive dividends or Dividend Equivalents) unless and until such Designated Participant has received an Actual Award under the Program, has vested in the shares subject to the Actual Award and has received delivery of such shares.
(g) Recoupment. Any amounts paid, or shares of Stock issued, under the Program will be subject to recoupment in accordance with the Company’s Clawback Policy or any other clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or any other Participating Company.
(h) Validity. If any provision of the Program is held invalid, void, or unenforceable, the same will not affect, in any respect whatsoever, the validity of any other provision of the Program.
(i) Governing Plan Document. The Program is subject to all the provisions of the Plan and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted by the Committee, the Board or the Company pursuant to the Plan. In the event of any conflict between the provisions of the Program and those of the Plan, the provisions of the Plan will control.
Exhibit A
2023 PERFORMANCE SHARE PROGRAM AWARD CALCULATION METHODOLOGY AND RELATED TERMS
| Parameter | Description | ||||||||||||||||
| Performance Goals | Two Performance Goals, each weighted fifty percent (50%), based on: •Relative TSR of the Company compared against companies on the NASDAQ-100 Index as of January 1, 2023, as described on Exhibit B (the “TSR Goal”); and •Net New Sales, as described on Exhibit C (the “Net New Sales Goal”). | ||||||||||||||||
| Target Shares | Fifty percent (50%) of the Target Shares will apply to each Performance Goal. Target Shares that relate to the TSR Goal are referred to as the “Target TSR Shares.” Target Shares that relate to the Net New Sales Goal are referred to as the “Target NNS Shares.” | ||||||||||||||||
| Performance Periods | TSR Goal: The Company’s calendar years 2023 through 2025 (the “TSR Performance Period”). Net New Sales Goal: Three separate one-year periods, comprised of the Company’s fiscal years 2023, 2024 and 2025 (each, a “Fiscal Year” and the three Fiscal Years, the “NNS Performance Period”). The Net New Sales Goal will be separately determined and achievement measured for each Fiscal Year in the NNS Performance Period. No amounts will be earned and vested as an Actual Award until the later of (i) the third anniversary of the vesting commencement date set forth in an Award Agreement and (ii) the Certification Date following completion of the Performance Periods, subject to the Designated Participant’s continued Service through such date, except as may be otherwise set forth in an Award Agreement. | ||||||||||||||||
| Actual Award Determination | Actual Awards for the applicable Performance Period will be based on the level of achievement of each Performance Goal and the applicable percentage payout set forth on Exhibit B with respect to the TSR Goal and as set forth on Exhibit C with respect to the Net New Sales Goal. Achievement under each Performance Goal will be calculated independently of the other. For purposes of determining Actual Awards, the Net New Sales Goal percentage payout will be determined following each Fiscal Year. Actual Awards may not exceed 200% of each of Target TSR Shares and Target NNS Shares. Accordingly, a total Actual Award may not exceed 200% of Target Shares. Any partial share of an Actual Award will be rounded down to the next whole share. Actual Award* = Target Shares x (50% x TSR Percentage Payout + 50% x (1/3 x FY1 NNS Percentage Payout + 1/3 x FY2 NNS Percentage Payout + 1/3 x FY3 NNS Percentage Payout)) * Terms not defined on this Exhibit A are defined on the attached exhibits. | ||||||||||||||||
Exhibit B
TSR Goal (50% Weight)
| Parameter | Description | |||||||||||||||||||||||||
| TSR Performance Goal | The number of shares of Stock that may be earned under the TSR Goal is based on the total stockholder return (“TSR”) of the Company over the TSR Performance Period as compared to the TSR over the TSR Performance Period of the companies that comprise the NASDAQ-100 Index as of January 1, 2023 (the “Index Companies,” as listed below). Level of achievement is expressed in terms of the Company’s percentile rank (“TSR Percentile Rank”) among the Index Companies. For the avoidance of doubt, the Percentile Rank calculation will include the Company’s TSR. The TSR of the Company and each Index Company will first be measured as the ninety (90) consecutive calendar day average closing sales price of a share of the applicable company’s common stock ending on, and including, December 31, 2022, as adjusted for dividends and stock splits, as applicable. The Company’s TSR will then be compared to the ninety (90) consecutive calendar day average closing sales price of a share of the Company’s and each Index Company’s common stock ending on, and including, December 31, 2025, as adjusted for dividends and stock splits, as applicable, and any changes in the Index Companies as described below. Upon achievement of the Target Percentile Rank, which is the 55th Percentile, one hundred percent (100%) of the Target TSR Shares granted to a Designated Participant will become eligible to be earned. For each Percentile Rank achieved by the Company below the Target Percentile Rank (but not below the Threshold Percentile Rank, which is the 25th Percentile), the number of Target TSR Shares that will become eligible to be earned will be decreased by increments of 2.07%, rounded up to the nearest whole percent. As an example, if the Company achieves the 43rd Percentile Rank, then 76% of the Target TSR Shares will become eligible to be earned: 100%-((55-43)*2.07%) = 75.16%, rounded up to 76%. If the Percentile Rank achieved by the Company is below the Threshold Percentile Rank, no shares of Stock relating to the TSR Goal will become eligible to be earned. If the Company’s TSR is not positive, then the maximum number of shares of Stock that may become eligible to be earned will be capped at one hundred percent (100%) of a Designated Participant’s Target TSR Shares. If the Company’s TSR is positive, the Company’s achievement of a Percentile Rank that exceeds the Target Percentile Rank will increase the number of Target TSR Shares that will become eligible to be earned by increments of 2.86%, rounded up to the nearest whole percent; provided, however, that the maximum number of shares of Stock that may become eligible to be earned will be capped at two hundred percent (200%) of the Designated Participant’s Target TSR Shares. | |||||||||||||||||||||||||
| Payout Schedule | The table below provides examples of the percentage of Target TSR Shares that would be earned under the portion of the Award relating to the TSR Goal, based on the following Percentile Ranks as compared to each of the Index Companies’ TSRs: | |||||||||||||||||||||||||
| Company TSR Percentile Rank as Compared to Index Companies | Shares of Stock That May Be Earned (as a Percentage of Target TSR Shares) (“TSR Percentage Payout”) | |||||||||||||||||||||||||
Below 25th (“Threshold Percentile Rank”) | 0% | |||||||||||||||||||||||||
| 25th | 38% | |||||||||||||||||||||||||
| 35th | 59% | |||||||||||||||||||||||||
55th (“Target Percentile Rank”) | 100% (Maximum if Company TSR is not positive) | |||||||||||||||||||||||||
| 75th | 158% (Only if Company TSR is positive) | |||||||||||||||||||||||||
| 90th | 200% (Only if Company TSR is positive) | |||||||||||||||||||||||||
100th | 200% (Only if Company TSR is positive) | |||||||||||||||||||||||||
| Index Companies | If any of the Index Companies listed below no longer has a measurable TSR (e.g., is delisted or acquired) as of the end of the TSR Performance Period, such Index Company will be removed from the calculation. If any of the Index Companies listed below is no longer on the NASDAQ-100 Index as of the end of the TSR Performance Period but remains publicly traded on a national securities exchange or association at that time, such Index Company will be included in the calculation. There were 100 Index Companies in the NASDAQ-100 Index as of January 1, 2023, as set forth on the next page. | |||||||||||||||||||||||||
| Vesting | No amount under an Award will be earned and vested as an Actual Award based on the TSR Percentage Payout until the later of (i) the third anniversary of the vesting commencement date set forth in an Award Agreement and (ii) the Certification Date following completion of the Performance Periods, subject to the Designated Participant’s continued Service through such date, except as otherwise set forth in an Award Agreement. | |||||||||||||||||||||||||
NASDAQ-100 Index (as of January 1, 2023)
| Ticker | Company | |||||||
| 1 | ATVI | Activision Blizzard, Inc. | ||||||
| 2 | ADBE | Adobe Inc. | ||||||
| 3 | AMD | Advanced Micro Devices, Inc. | ||||||
| 4 | ABNB | Airbnb, Inc. | ||||||
| 5 | ALGN | Align Technology, Inc. | ||||||
| 6 | GOOGL | Alphabet Inc. | ||||||
| 7 | AMZN | Amazon.com, Inc. | ||||||
| 8 | AEP | American Electric Power, Inc. | ||||||
| 9 | AMGN | Amgen Inc. | ||||||
| 10 | ADI | Analog Devices, Inc. | ||||||
| 11 | ANSS | ANSYS, Inc. | ||||||
| 12 | AAPL | Apple Inc. | ||||||
| 13 | AMAT | Applied Materials, Inc. | ||||||
| 14 | ASML | ASML Holding N.V. | ||||||
| 15 | AZN | AstraZeneca PLC | ||||||
| 16 | TEAM | Atlassian Corporation Plc | ||||||
| 17 | ADSK | Autodesk, Inc. | ||||||
| 18 | ADP | Automatic Data Processing, Inc. | ||||||
| 19 | BKR | Baker Hughes Company | ||||||
| 20 | BIIB | Biogen Inc. | ||||||
| 21 | BKNG | Booking Holdings Inc. | ||||||
| 22 | AVGO | Broadcom Inc. | ||||||
| 23 | CDNS | Cadence Design Systems, Inc. | ||||||
| 24 | CHTR | Charter Communications, Inc. | ||||||
| 25 | CTAS | Cintas Corporation | ||||||
| 26 | CSCO | Cisco Systems, Inc. | ||||||
| 27 | CTSH | Cognizant Technology Solutions Corporation | ||||||
| 28 | CMCSA | Comcast Corporation | ||||||
| 29 | CEG | Constellation Energy Corporation | ||||||
| 30 | CPRT | Copart, Inc. | ||||||
| 31 | CSGP | CoStar Group, Inc. | ||||||
| 32 | COST | Costco Wholesale Corporation | ||||||
| 33 | CRWD | CrowdStrike Holdings, Inc. | ||||||
| 34 | CSX | CSX Corporation | ||||||
| 35 | DDOG | Datadog, Inc. | ||||||
| 36 | DXCM | DexCom, Inc. | ||||||
| 37 | FANG | Diamondback Energy, Inc. | ||||||
| 38 | DLTR | Dollar Tree, Inc. | ||||||
| 39 | EBAY | eBay Inc. | ||||||
| 40 | EA | Electronic Arts Inc. | ||||||
| 41 | ENPH | Enphase Energy, Inc. | ||||||
| 42 | EXC | Exelon Corporation | ||||||
| 43 | FAST | Fastenal Company | ||||||
| 44 | FISV | Fiserv, Inc. | ||||||
| 45 | FTNT | Fortinet, Inc. | ||||||
| 46 | GILD | Gilead Sciences, Inc. | ||||||
| 47 | GFS | GLOBALFOUNDRIES Inc. | ||||||
| 48 | HON | Honeywell International Inc. | ||||||
| 49 | IDXX | IDEXX Laboratories, Inc. | ||||||
| 50 | ILMN | Illumina, Inc. | ||||||
51 | INTC | Intel Corporation | ||||||
52 | INTU | Intuit Inc. | ||||||
53 | ISRG | Intuitive Surgical, Inc. | ||||||
54 | JD | JD.com, Inc. | ||||||
55 | KDP | Keurig Dr Pepper Inc. | ||||||
56 | KLAC | KLA Corporation | ||||||
57 | LRCX | Lam Research Corporation | ||||||
58 | LCID | Lucid Group, Inc. | ||||||
59 | LULU | lululemon athletica inc. | ||||||
60 | MAR | Marriott International, Inc. | ||||||
61 | MRVL | Marvell Technology, Inc. | ||||||
62 | MELI | MercadoLibre, Inc. | ||||||
63 | META | Meta Platforms, Inc. | ||||||
64 | MCHP | Microchip Technology Incorporated | ||||||
65 | MU | Micron Technology, Inc. | ||||||
66 | MSFT | Microsoft Corporation | ||||||
67 | MRNA | Moderna, Inc. | ||||||
68 | MDLZ | Mondelez International, Inc. | ||||||
69 | MNST | Monster Beverage Corporation | ||||||
70 | NFLX | Netflix, Inc. | ||||||
71 | NVDA | NVIDIA Corporation | ||||||
72 | NXPI | NXP Semiconductors N.V. | ||||||
73 | ODFL | Old Dominion Freight Line, Inc. | ||||||
74 | ORLY | O'Reilly Automotive, Inc. | ||||||
75 | PCAR | PACCAR Inc. | ||||||
76 | PANW | Palo Alto Networks, Inc. | ||||||
77 | PAYX | Paychex, Inc. | ||||||
78 | PYPL | PayPal Holdings, Inc. | ||||||
79 | PEP | PepsiCo, Inc. | ||||||
80 | PDD | Pinduoduo Inc. | ||||||
81 | QCOM | QUALCOMM Incorporated | ||||||
82 | REGN | Regeneron Pharmaceuticals, Inc. | ||||||
83 | RIVN | Rivian Automotive, Inc. | ||||||
84 | ROST | Ross Stores, Inc. | ||||||
85 | SGEN | Seagen Inc. | ||||||
86 | SIRI | Sirius XM Holdings Inc. | ||||||
87 | SBUX | Starbucks Corporation | ||||||
88 | SNPS | Synopsys, Inc. | ||||||
89 | TSLA | Tesla, Inc. | ||||||
90 | TXN | Texas Instruments Incorporated | ||||||
91 | KHC | The Kraft Heinz Company | ||||||
92 | TMUS | T-Mobile US, Inc. | ||||||
93 | VRSK | Verisk Analytics, Inc. | ||||||
94 | VRTX | Vertex Pharmaceuticals Incorporated | ||||||
95 | WBA | Walgreens Boots Alliance, Inc. | ||||||
96 | WBD | Warner Bros. Discovery, Inc. | ||||||
97 | WDAY | Workday, Inc. | ||||||
98 | XEL | Xcel Energy Inc. | ||||||
99 | ZM | Zoom Video Communications, Inc. | ||||||
100 | ZS | Zscaler, Inc. | ||||||
Exhibit C
Net New Sales Goal (50% Weight)
| Parameter | Description | |||||||||||||||||||||||||
| Annual Determination of Net New Sales Goals and Payout Schedules | Net New Sales Goals will be approved annually by the Committee at the beginning of each Fiscal Year. One-third of the Target NNS Shares will apply to each Fiscal Year (the “FY Target NNS Shares”) (e.g., if awarded 99 Target NNS Shares for the NNS Performance Period, 33 FY Target NNS Shares will apply to each Fiscal Year). Payout Schedules for achievement of annual Net New Sales Goals also will be approved annually by the Committee at the beginning of each Fiscal Year. | |||||||||||||||||||||||||
| Net New Sales Performance Goal | For Fiscal Year 2023 and Fiscal Year 2024, the number of shares of Stock that may be earned under the Net New Sales Goal is based on the amount of (i) net new annualized recurring revenue in Digital Media and (ii) subscription revenue growth in Digital Experience, compared against public guidance for such amounts determined at the beginning of each Fiscal Year. For Fiscal Year 2025, the number of shares of Stock that may be earned under the Net New Sales Goal is based on the amount of (i) ending annualized recurring revenue growth in Digital Media and (ii) subscription revenue growth in Digital Experience, each compared against a pre-determined target approved by the Committee at the beginning of the Fiscal Year. After the completion of each Fiscal Year, the Committee will certify the applicable percentage payout for the Fiscal Year based on achievement of the Net New Sales Goal for that Fiscal Year (such payout percentage for a Fiscal Year, the “FY NNS Percentage Payout”). The Committee will adjust the calculation of the achievement of the Net New Sales Goal for each Fiscal Year to exclude the effect of any of the following (whether positive or negative) that occur during an applicable Fiscal Year: (i) material mergers and acquisitions and (ii) foreign currency fluctuations. | |||||||||||||||||||||||||
| Payout Schedule for Fiscal Year 2023 | The table below provides examples of the percentage of FY Target NNS Shares that may be earned based on performance against public guidance for Fiscal Year 2023. | |||||||||||||||||||||||||
Net New Sales as a Percentage of Target for Fiscal Year 2023* | Shares of Stock That May Be Earned for Fiscal Year 2023 (as a Percentage of FY Target NNS Shares) (“FY NNS Percentage Payout”) | |||||||||||||||||||||||||
| 70% and Below | 0% | |||||||||||||||||||||||||
| 75% | 15% | |||||||||||||||||||||||||
| 95% | 75% | |||||||||||||||||||||||||
| 100% | 105% | |||||||||||||||||||||||||
| 105% | 125% | |||||||||||||||||||||||||
| 120% and Above | 200% | |||||||||||||||||||||||||
| * Target is based on midpoint of public guidance for the applicable Fiscal Year. Percentages will be rounded to the nearest tenth of a percentile level. | ||||||||||||||||||||||||||
| Vesting | Any shares earned for a completed Fiscal Year based on the applicable FY NNS Percentage Payout will be “banked” with respect to that Fiscal Year but will not be vested or payable until the later of (i) the third anniversary of the vesting commencement date set forth in an Award Agreement and (ii) the Certification Date following completion of the Performance Periods, subject to the Designated Participant’s continued Service through such date, except as otherwise set forth in an Award Agreement. | |||||||||||||||||||||||||
Exhibit 10.4
Adobe Inc.
2019 Equity Incentive Plan, as amended
2024 Performance Share Program
Adopted: January 24, 2024
Amended and Restated: January 24, 2025
1.Purpose. The Adobe Inc. 2024 Performance Share Program (the “Program”), established under the Adobe Inc. 2019 Equity Incentive Plan, as amended (the “Plan”), is intended to provide equity incentive compensation to individuals who make a significant contribution to the performance of Adobe Inc. (the “Company”). Program objectives are to: (a) focus key Employees on building stockholder value, (b) provide significant award potential for achieving outstanding Company performance, and (c) enhance the ability of the Company to attract and retain highly talented and competent individuals.
2.Definitions.
Defined terms not explicitly defined in this Program but defined in the Plan have the same definitions as in the Plan.
(a) “Actual Award” means the number of shares of Stock subject to an Award of Performance Shares credited under the Program to a Designated Participant following a Performance Period, based on achievement of applicable Performance Goals during the Performance Period.
(b) “Board” means the Board of Directors of the Company.
(c) “Certification Date” means the date on which the Executive Compensation Committee of the Board certifies the achievement of the Performance Goal(s) following the applicable Performance Period with respect to an Award.
(d) “Committee” means the Executive Compensation Committee of the Board or, with respect to Designated Participants who are not subject to Section 16 of the Exchange Act, a committee of one or more Officers authorized to grant Awards to Designated Participants.
(e) “Designated Participant” means a key Employee of the Company or any other Participating Company having the title of Vice President or above (or equivalent) who is designated by the Committee in writing to participate in the Program.
(f) “Disability” means, with respect to a Designated Participant, the inability of such Designated Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, as provided in Sections 22(e)(3) and 409A(a)(2)(C)(i) of the Code.
(g) “Performance Period” means the period of time selected by the Committee over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Designated Participant’s right to an Actual Award. At the discretion of the Committee, a Performance Period may be divided into shorter periods (for example, fiscal years or fiscal quarters of the Company) over which the attainment of one or more Performance Goals will be measured.
(h) “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.
(i) “Target Shares” has the meaning set forth in Section 3(a) of the Program.
3.Grant and Earning of Awards Under the Program.
(a) General Program Description. The Program provides the opportunity for Designated Participants to earn shares of Stock based on the performance of the Company with respect to an applicable Performance Period. Upon selection to participate in the Program, each Designated Participant will be granted an Award by the Committee pursuant to which shares of Stock can be earned as an Actual Award by such Designated Participant if (i) specified levels of applicable Performance Goals are achieved during the applicable Performance Period, and (ii) except as otherwise set forth in an Award Agreement, the Designated Participant continues to render Service during the entire Performance Period and any applicable vesting period, as determined by the Committee. Each Award will be evidenced by an Award Agreement that will include the target number of shares of Stock under the Award (the “Target Shares”).
(b) Designated Participants. In general, the Committee will select certain key Employees who have the title of Vice President or above (or equivalent) to participate in the Program at the beginning of a Performance Period. The Committee may designate a key Employee who commences Service after the beginning of a particular Performance Period as eligible to receive a prorated Award for such Performance Period. The determination as to whether an individual is a Designated Participant will be made by the Committee, in its sole discretion, and such determination will be binding and conclusive on all persons.
No Employee will have any right to be a Designated Participant in the Program, to continue as a Designated Participant, or to be granted an Award or to earn an Actual Award under the Program. The Company is not obligated to give uniform treatment (e.g., number of Target Shares) to Employees or Designated Participants under the Program. Participation in the Program as to a particular Performance Period does not convey any right to participate in the Program as to any other Performance Period.
(c) Limits on Awards. In no event may an Award of Performance Shares be granted to a Designated Participant such that the number of shares of Stock that could be earned by such Designated Participant thereunder would exceed one million five hundred thousand (1,500,000) shares of Stock for each full fiscal year of the Company contained in the Performance Period (subject to adjustment as provided in Section 4.2 of the Plan). For the avoidance of doubt, if an Award of Performance Shares is granted with a Performance Period covering three fiscal years, then the Actual Award would be capped at four million five hundred thousand (4,500,000) shares of Stock.
(d) Performance Goals.
(i) The Performance Goals for a particular Performance Period and their relative weights, if any, are determined by the Committee, in its sole discretion. The Committee also may establish, in its sole discretion, Performance Goals for annual, quarterly or other periods within the applicable Performance Period. The Performance Goals for a Performance Period or for shorter periods within a Performance Period are not required to be identical to the Performance Goals for any other Performance Period or a shorter period within a Performance Period. The Committee may establish Performance Goals for the Company that differ from those established for one or more other Participating Companies and may establish different Performance Goals for each Designated Participant or for groups of Designated Participants.
(ii) If one or more Performance Goals require a specified threshold level of achievement and such threshold Performance Goal is not achieved during the applicable Performance Period, the Designated Participant will not earn any shares of Stock with respect to such Performance Goal under such Award. The methodology for determining the number of shares of Stock that may become eligible to be earned based on the levels of achievement of the Performance Goals under an Award and the Actual Award, if any, that will become payable to a Designated Participant in respect of a Performance Period is set forth in the attached Exhibits.
4.Other Program Provisions.
(a) Distribution of Actual Awards. Assessment of actual performance, determination of Actual Awards and the distribution of shares of Stock in respect of Actual Awards will be subject to (i) certification by the Committee that the applicable Performance Goals and the other terms of the Program have been met, and (ii) except as otherwise set forth in an Award Agreement, the Designated Participant’s continued Service through the applicable Performance Period and any applicable vesting period. Unless an Award Agreement provides otherwise, shares of Stock that are credited to a Designated Participant as an Actual Award will be distributed to the Designated Participant (or the Designated Participant’s heirs in the case of death) within thirty (30) days following the applicable vesting date. It is the intent that this Program comply with the requirements of Section 409A so that none of the payments to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.
(b) Withholdings. Subject to Section 13 of the Plan and the applicable Award Agreement, the Company will withhold shares of Stock otherwise deliverable to the Designated Participant in satisfaction of any federal, state or local tax withholding obligation relating to the delivery of Stock under the Actual Award, but the Company will not withhold a number of shares with a fair market value in excess of the applicable tax withholdings after considering required withholding rates; provided, however, that the Company may determine such amount by considering withholding rates up to the maximum rate applicable in the jurisdiction of the Designated Participant.
(c) Employment and Termination. In order to receive shares of Stock in respect of an Actual Award under the Program, a Designated Participant must continue to render Service to the Company or any other Participating Company during the entire applicable Performance Period, and for any applicable vesting period as determined by the Committee, except as otherwise provided under the terms of the applicable Award Agreement.
(d) No Employment or Service Rights. Nothing in the Program, or any instrument executed or Award granted pursuant to the Program, will (i) confer upon any Employee or Designated Participant any right to continue to be retained in the employ or service of the Company or any other Participating Company, (ii) change the at-will employment relationship between the Company or any other Participating Company and an Employee or Designated Participant, or (iii) interfere with the right of the Company or any other Participating Company to discharge any Employee, Designated Participant or other person at any time, with or without cause, unless otherwise required by applicable law.
(e) Program Administration. The Committee, subject to any limits on its authority under the Plan or the limits of any delegated authority, will be responsible for all decisions and recommendations regarding Program administration and retains final authority regarding all aspects of Program administration, the resolution of any disputes, and the application of the Program in any respect to a Designated Participant. All determinations and interpretations made by the Committee in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons. The Executive Compensation Committee of the Board may, without notice, amend, suspend or terminate the Program; provided, however, that no such action may adversely affect any then-outstanding Award unless (i) expressly provided by the Committee and (ii) with the Participant’s consent, unless such action is necessary to comply with any applicable law, regulation or rule.
(f) Stockholder Rights. No Designated Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to an Award (including, without limitation, the right to receive dividends or Dividend Equivalents) unless and until such Designated Participant has received an Actual Award under the Program, has vested in the shares subject to the Actual Award and has received delivery of such shares.
(g) Recoupment. Any amounts paid, or shares of Stock issued, under the Program will be subject to recoupment in accordance with the terms of the Company’s clawback policies, including (i) the Company’s Incentive Compensation Recovery Policy adopted to comply with Rule 10D-1 promulgated under the Exchange Act and the listing standards of the Nasdaq Stock Market LLC and (ii) any other clawback policy that the Company may adopt from time to time, all to the extent determined by the Executive Compensation Committee of the Board to be applicable to a Designated Participant, an Award and/or required by applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or any other Participating Company.
(h) Validity. If any provision of the Program is held invalid, void, or unenforceable, the same will not affect, in any respect whatsoever, the validity of any other provision of the Program.
(i) Governing Plan Document. The Program is subject to all the provisions of the Plan and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted by the Committee, the Board or the Company pursuant to the Plan. In the event of any conflict between the provisions of the Program and those of the Plan, the provisions of the Plan will control.
Exhibit A
2024 PERFORMANCE SHARE PROGRAM AWARD CALCULATION METHODOLOGY AND RELATED TERMS
| Parameter | Description | ||||||||||||||||
| Performance Goals | Two Performance Goals, each weighted fifty percent (50%), based on: •Relative TSR of the Company compared against companies on the NASDAQ-100 Index as of January 1, 2024, as described on Exhibit B (the “TSR Goal”); and •Net New Sales, as described on Exhibit C (the “Net New Sales Goal”). | ||||||||||||||||
| Target Shares | Fifty percent (50%) of the Target Shares will apply to each Performance Goal. Target Shares that relate to the TSR Goal are referred to as the “Target TSR Shares.” Target Shares that relate to the Net New Sales Goal are referred to as the “Target NNS Shares.” | ||||||||||||||||
| Performance Periods | TSR Goal: The Company’s calendar years 2024 through 2026 (the “TSR Performance Period”). Net New Sales Goal: Three separate one-year periods, comprised of the Company’s fiscal years 2024, 2025 and 2026 (each, a “Fiscal Year” and the three Fiscal Years, the “NNS Performance Period”). The Net New Sales Goal will be separately determined and achievement measured for each Fiscal Year in the NNS Performance Period. No amounts will be earned and vested as an Actual Award until the later of (i) the third anniversary of the vesting commencement date set forth in an Award Agreement and (ii) the Certification Date following completion of the Performance Periods, subject to the Designated Participant’s continued Service through such date, except as may be otherwise set forth in an Award Agreement. | ||||||||||||||||
| Actual Award Determination | Actual Awards for the applicable Performance Period will be based on the level of achievement of each Performance Goal and the applicable percentage payout set forth on Exhibit B with respect to the TSR Goal and as set forth on Exhibit C with respect to the Net New Sales Goal. Achievement under each Performance Goal will be calculated independently of the other. For purposes of determining Actual Awards, the Net New Sales Goal percentage payout will be determined following each Fiscal Year. Actual Awards may not exceed 200% of each of Target TSR Shares and Target NNS Shares. Accordingly, a total Actual Award may not exceed 200% of Target Shares. Any partial share of an Actual Award will be rounded down to the next whole share. Actual Award* = Target Shares x (50% x TSR Percentage Payout + 50% x (1/3 x FY1 NNS Percentage Payout + 1/3 x FY2 NNS Percentage Payout + 1/3 x FY3 NNS Percentage Payout)) * Terms not defined on this Exhibit A are defined on the attached exhibits. | ||||||||||||||||
Exhibit B
TSR Goal (50% Weight)
| Parameter | Description | |||||||||||||||||||||||||
| TSR Performance Goal | The number of shares of Stock that may be earned under the TSR Goal is based on the total stockholder return (“TSR”) of the Company over the TSR Performance Period as compared to the TSR over the TSR Performance Period of the companies that comprise the NASDAQ-100 Index as of January 1, 2024 (the “Index Companies,” as listed below). Level of achievement is expressed in terms of the Company’s percentile rank (“TSR Percentile Rank”) among the Index Companies. For the avoidance of doubt, the Percentile Rank calculation will include the Company’s TSR. The TSR of the Company and each Index Company will first be measured as the ninety (90) consecutive calendar day average closing sales price of a share of the applicable company’s common stock ending on, and including, December 31, 2023, as adjusted for dividends and stock splits, as applicable. The Company’s TSR will then be compared to the ninety (90) consecutive calendar day average closing sales price of a share of the Company’s and each Index Company’s common stock ending on, and including, December 31, 2026, as adjusted for dividends and stock splits, as applicable, and any changes in the Index Companies as described below. Upon achievement of the Target Percentile Rank, which is the 55th Percentile, one hundred percent (100%) of the Target TSR Shares granted to a Designated Participant will become eligible to be earned. For each Percentile Rank achieved by the Company below the Target Percentile Rank (but not below the Threshold Percentile Rank, which is the 25th Percentile), the number of Target TSR Shares that will become eligible to be earned will be decreased by increments of 2.07%, rounded up to the nearest whole percent. As an example, if the Company achieves the 43rd Percentile Rank, then 76% of the Target TSR Shares will become eligible to be earned: 100%-((55-43)*2.07%) = 75.16%, rounded up to 76% and the resulting shares of Stock earned rounded down to the nearest whole share. If the Percentile Rank achieved by the Company is below the Threshold Percentile Rank, no shares of Stock relating to the TSR Goal will become eligible to be earned. If the Company’s TSR is not positive, then the maximum number of shares of Stock that may become eligible to be earned will be capped at one hundred percent (100%) of a Designated Participant’s Target TSR Shares. If the Company’s TSR is positive, the Company’s achievement of a Percentile Rank that exceeds the Target Percentile Rank will increase the number of Target TSR Shares that will become eligible to be earned by increments of 2.86%, rounded up to the nearest whole percent; provided, however, that the maximum number of shares of Stock that may become eligible to be earned will be capped at two hundred percent (200%) of the Designated Participant’s Target TSR Shares. | |||||||||||||||||||||||||
| Payout Schedule | The table below provides examples of the percentage of Target TSR Shares that would be earned under the portion of the Award relating to the TSR Goal, based on the following Percentile Ranks as compared to each of the Index Companies’ TSRs: | |||||||||||||||||||||||||
| Company TSR Percentile Rank as Compared to Index Companies | Shares of Stock That May Be Earned (as a Percentage of Target TSR Shares) (“TSR Percentage Payout”) | |||||||||||||||||||||||||
Below 25th (“Threshold Percentile Rank”) | 0% | |||||||||||||||||||||||||
| 25th | 38% | |||||||||||||||||||||||||
| 35th | 59% | |||||||||||||||||||||||||
55th (“Target Percentile Rank”) | 100% (Maximum if Company TSR is not positive) | |||||||||||||||||||||||||
| 75th | 158% (Only if Company TSR is positive) | |||||||||||||||||||||||||
| 90th and Above | 200% (Only if Company TSR is positive) | |||||||||||||||||||||||||
| Index Companies | If any of the Index Companies listed below no longer has a measurable TSR (e.g., is delisted or acquired) as of the end of the TSR Performance Period, such Index Company will be removed from the calculation. If any of the Index Companies listed below is no longer on the NASDAQ-100 Index as of the end of the TSR Performance Period but remains publicly traded on a national securities exchange or association at that time, such Index Company will be included in the calculation. There were 100 Index Companies in the NASDAQ-100 Index as of January 1, 2024, as set forth on the next page. | |||||||||||||||||||||||||
| Vesting | No amount under an Award will be earned and vested as an Actual Award based on the TSR Percentage Payout until the later of (i) the third anniversary of the vesting commencement date set forth in an Award Agreement and (ii) the Certification Date following completion of the Performance Periods, subject to the Designated Participant’s continued Service through such date, except as otherwise set forth in an Award Agreement. | |||||||||||||||||||||||||
NASDAQ-100 Index (as of January 1, 2024)1
| Ticker | Company | |||||||
| 1 | ADBE | Adobe Inc. | ||||||
| 2 | AMD | Advanced Micro Devices, Inc. | ||||||
| 3 | ABNB | Airbnb, Inc. | ||||||
| 4 | GOOGL | Alphabet Inc. | ||||||
| 5 | AMZN | Amazon.com, Inc. | ||||||
| 6 | AEP | American Electric Power Company, Inc. | ||||||
| 7 | AMGN | Amgen Inc. | ||||||
| 8 | ADI | Analog Devices, Inc. | ||||||
| 9 | ANSS | ANSYS, Inc. | ||||||
| 10 | AAPL | Apple Inc. | ||||||
| 11 | AMAT | Applied Materials, Inc. | ||||||
| 12 | ASML | ASML Holding N.V. | ||||||
| 13 | AZN | AstraZeneca PLC | ||||||
| 14 | TEAM | Atlassian Corporation | ||||||
| 15 | ADSK | Autodesk, Inc. | ||||||
| 16 | ADP | Automatic Data Processing, Inc. | ||||||
| 17 | BKR | Baker Hughes Company | ||||||
| 18 | BIIB | Biogen Inc. | ||||||
| 19 | BKNG | Booking Holdings Inc. | ||||||
| 20 | AVGO | Broadcom Inc. | ||||||
| 21 | CDNS | Cadence Design Systems, Inc. | ||||||
| 22 | CDW | CDW Corporation | ||||||
| 23 | CHTR | Charter Communications, Inc. | ||||||
| 24 | CTAS | Cintas Corporation | ||||||
| 25 | CSCO | Cisco Systems, Inc. | ||||||
| 26 | CCEP | Coca-Cola Europacific Partners plc | ||||||
| 27 | CTSH | Cognizant Technology Solutions Corporation | ||||||
| 28 | CMCSA | Comcast Corporation | ||||||
| 29 | CEG | Constellation Energy Corporation | ||||||
| 30 | CPRT | Copart, Inc. | ||||||
| 31 | CSGP | CoStar Group, Inc. | ||||||
| 32 | COST | Costco Wholesale Corporation | ||||||
| 33 | CRWD | CrowdStrike Holdings, Inc. | ||||||
| 34 | CSX | CSX Corporation | ||||||
| 35 | DDOG | Datadog, Inc. | ||||||
| 36 | DXCM | DexCom, Inc. | ||||||
| 37 | FANG | Diamondback Energy, Inc. | ||||||
| 38 | DLTR | Dollar Tree, Inc. | ||||||
| 39 | DASH | DoorDash, Inc. | ||||||
| 40 | EA | Electronic Arts Inc. | ||||||
| 41 | EXC | Exelon Corporation | ||||||
| 42 | FAST | Fastenal Company | ||||||
| 43 | FTNT | Fortinet, Inc. | ||||||
| 44 | GEHC | GE Healthcare Technologies Inc. | ||||||
| 45 | GILD | Gilead Sciences, Inc. | ||||||
| 46 | GFS | GLOBALFOUNDRIES Inc. | ||||||
| 47 | HON | Honeywell International Inc. | ||||||
| 48 | IDXX | IDEXX Laboratories, Inc. | ||||||
| 49 | ILMN | Illumina, Inc. | ||||||
| 50 | INTC | Intel Corporation | ||||||
| 51 | INTU | Intuit Inc. | ||||||
| 52 | ISRG | Intuitive Surgical, Inc. | ||||||
| 53 | KDP | Keurig Dr Pepper Inc. | ||||||
| 54 | KLAC | KLA Corporation | ||||||
| 55 | LRCX | Lam Research Corporation | ||||||
| 56 | LULU | lululemon athletica inc. | ||||||
| 57 | MAR | Marriott International, Inc. | ||||||
| 58 | MRVL | Marvell Technology, Inc. | ||||||
| 59 | MELI | MercadoLibre, Inc. | ||||||
| 60 | META | Meta Platforms, Inc. | ||||||
| 61 | MCHP | Microchip Technology Incorporated | ||||||
| 62 | MU | Micron Technology, Inc. | ||||||
| 63 | MSFT | Microsoft Corporation | ||||||
| 64 | MRNA | Moderna, Inc. | ||||||
| 65 | MDLZ | Mondelez International, Inc. | ||||||
| 66 | MDB | MongoDB, Inc. | ||||||
| 67 | MNST | Monster Beverage Corporation | ||||||
| 68 | NFLX | Netflix, Inc. | ||||||
| 69 | NVDA | NVIDIA Corporation | ||||||
| 70 | NXPI | NXP Semiconductors N.V. | ||||||
| 71 | ODFL | Old Dominion Freight Line, Inc. | ||||||
| 72 | ON | ON Semiconductor Corporation | ||||||
| 73 | ORLY | O'Reilly Automotive, Inc. | ||||||
| 74 | PCAR | PACCAR Inc. | ||||||
| 75 | PANW | Palo Alto Networks, Inc. | ||||||
| 76 | PAYX | Paychex, Inc. | ||||||
| 77 | PYPL | PayPal Holdings, Inc. | ||||||
| 78 | PEP | PepsiCo, Inc. | ||||||
| 79 | PDD | PDD Holdings Inc. | ||||||
| 80 | QCOM | QUALCOMM Incorporated | ||||||
| 81 | REGN | Regeneron Pharmaceuticals, Inc. | ||||||
| 82 | ROP | Roper Technologies, Inc. | ||||||
| 83 | ROST | Ross Stores, Inc. | ||||||
| 84 | SIRI | Sirius XM Holdings Inc. | ||||||
| 85 | SPLK | Splunk Inc. | ||||||
| 86 | SBUX | Starbucks Corporation | ||||||
| 87 | SNPS | Synopsys, Inc. | ||||||
| 88 | TTWO | Take-Two Interactive Software, Inc. | ||||||
| 89 | TSLA | Tesla, Inc. | ||||||
| 90 | TXN | Texas Instruments Incorporated | ||||||
| 91 | KHC | The Kraft Heinz Company | ||||||
| 92 | TTD | The Trade Desk, Inc. | ||||||
| 93 | TMUS | T-Mobile US, Inc. | ||||||
| 94 | VRSK | Verisk Analytics, Inc. | ||||||
| 95 | VRTX | Vertex Pharmaceuticals Incorporated | ||||||
| 96 | WBA | Walgreens Boots Alliance, Inc. | ||||||
| 97 | WBD | Warner Bros. Discovery, Inc. | ||||||
| 98 | WDAY | Workday, Inc. | ||||||
| 99 | XEL | Xcel Energy Inc. | ||||||
| 100 | ZS | Zscaler, Inc. | ||||||
1 Excludes Alphabet Inc. GOOG common stock for purposes of measurement of achievement of the TSR Goal.
Exhibit C
Net New Sales Goal (50% Weight)
| Parameter | Description | |||||||
| Annual Determination of Net New Sales Goals and Payout Schedules | Net New Sales Goals will be approved annually by the Committee at the beginning of each Fiscal Year. One-third of the Target NNS Shares will apply to each Fiscal Year (the “FY Target NNS Shares”) (e.g., if awarded 99 Target NNS Shares for the NNS Performance Period, 33 FY Target NNS Shares will apply to each Fiscal Year). Payout Schedules for achievement of annual Net New Sales Goals also will be approved annually by the Committee at the beginning of each Fiscal Year. | |||||||
| Net New Sales Performance Goal | For Fiscal Year 2024, the number of shares of Stock that may be earned under the Net New Sales Goal is based on the amount of (i) net new annualized recurring revenue in Digital Media and (ii) subscription revenue growth in Digital Experience, compared against public guidance for such amounts determined at the beginning of the Fiscal Year. For Fiscal Year 2025 and Fiscal Year 2026, the number of shares of Stock that may be earned under the Net New Sales Goal is based on the amount of (i) ending annualized recurring revenue growth in Digital Media and (ii) subscription revenue growth in Digital Experience, each compared against a pre-determined target approved by the Committee at the beginning of each Fiscal Year. After the completion of each Fiscal Year, the Committee will certify the applicable percentage payout for the Fiscal Year based on achievement of the Net New Sales Goal for that Fiscal Year (such payout percentage for a Fiscal Year, the “FY NNS Percentage Payout”). The Committee will adjust the calculation of the achievement of the Net New Sales Goal for each Fiscal Year to exclude the effect of any of the following (whether positive or negative) that occur during an applicable Fiscal Year: (i) material mergers and acquisitions and (ii) foreign currency fluctuations. | |||||||
| Payout Schedule for Fiscal Year 2024 | The table below provides examples of the percentage of FY Target NNS Shares that may be earned based on performance against public guidance for Fiscal Year 2024. | |||||||
Net New Sales as a Percentage of Target for Fiscal Year 2024* | Shares of Stock That May Be Earned for Fiscal Year 2024 (as a Percentage of FY Target NNS Shares)** | |||||||
| 70% and Below | 0% | |||||||
| 75% | 16% | |||||||
| 95% | 78% | |||||||
| 100% | 95% | |||||||
| 105% | 123% | |||||||
| 120% and Above | 200% | |||||||
* Target is based on the midpoint of public guidance for the applicable Fiscal Year where a range applies to a component of the Net New Sales Goal. Percentages will be rounded to the nearest tenth of a percent. ** Resulting shares of Stock earned will be rounded down to the nearest whole share. | ||||||||
| Vesting | Any shares earned for a completed Fiscal Year based on the applicable FY NNS Percentage Payout will be “banked” with respect to that Fiscal Year but will not be vested or payable until the later of (i) the third anniversary of the vesting commencement date set forth in an Award Agreement and (ii) the Certification Date following completion of the Performance Periods, subject to the Designated Participant’s continued Service through such date, except as otherwise set forth in an Award Agreement. | |||||||
Exhibit 10.5
ADOBE INC.
FISCAL YEAR 2025 EXECUTIVE ANNUAL INCENTIVE PLAN
PURPOSE AND ELIGIBILITY
Purpose
As part of its total compensation program, Adobe Inc. (together with its subsidiaries, “Adobe” or the “Company”) has designed an annual cash-based incentive plan for its 2025 fiscal year (the “Performance Period”) for certain officers of the Company. This Fiscal Year 2025 Executive Annual Incentive Plan (“EAIP”) is designed to drive revenue growth, profitability, execution of short-term priorities tied to long-term strategy, and annual priorities and objectives. Further, the purpose of the EAIP is to encourage accountability, attract and retain employees by recognizing and rewarding participants upon the attainment of Company objectives, and incent participants to continue to deliver at the highest levels going forward.
Eligibility
Eligible participants in the EAIP are officers of the Company who (i) are designated by the Executive Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) for participation in the EAIP, (ii) are employed (full time or part time) during the Performance Period, and (iii) are regular employees of the Company at the end of the Performance Period (the “Participants”). Participation in the EAIP is at the discretion of the Committee, in consultation with Company management. Employees eligible to participate in any other cash-based incentive compensation plan at Adobe (such as a sales compensation plan) are not eligible to participate simultaneously in the EAIP.
Target Awards
The Committee will determine Target Awards (as defined below) for each Participant, calculated as a percentage of a Participant’s Base Salary. “Base Salary” means a Participant’s annualized salary rate, calculated before (A) deductions for taxes or benefits and (B) deferrals of compensation pursuant to Company-sponsored plans.
Employment Status
If an employee is hired or becomes eligible to participate in the EAIP after the beginning of the Performance Period, the Participant’s Target Award will be prorated based on the number of calendar days in the Performance Period during which the individual is eligible to participate in the EAIP. Unless the Committee explicitly determines otherwise, (1) if a Participant’s EAIP annual bonus target percentage changes during the Performance Period, the Participant’s Target Award will be prorated based on (i) the number of calendar days in the Performance Period with the former EAIP annual bonus target percentage and (ii) the number of calendar days in the Performance Period with the new EAIP annual bonus target percentage, and (2) if a Participant’s Base Salary changes during the Performance Period, the Participant’s Target Award will be prorated based on (i) the number of calendar days in the Performance Period with the former Base Salary and (ii) the number of calendar days in the Performance Period with the new Base Salary. A Participant will only earn and be paid a bonus under the EAIP if the Participant remains employed by the Company through January 31, 2026 (the “Earn Date”), except as provided in an applicable severance plan or in an individual retention agreement with the Participant. Subject to the
foregoing sentence, if a Participant’s employment terminates prior to the Earn Date, no bonus is earned under the EAIP and no bonus payment, or any portion of a bonus payment, will be paid to the Participant. If a Participant is on a leave of absence for the entire Performance Period, the Participant is not eligible for an EAIP bonus payment. If a Participant is on a leave of absence for a portion of the Performance Period, any bonus that the Participant is eligible to earn may be prorated. Proration shall commence from the first day of all unpaid leaves (including but not limited to a personal leave), unless otherwise required by law. For all approved Adobe paid leaves, proration shall commence from the 183rd day of leave (cumulative) in the fiscal year, unless otherwise required by law.
HOW THE EAIP WORKS
Summary
A Participant’s actual earned and payable award (the “Actual Award”) will be determined by multiplying the Participant’s Target Award by the Corporate Performance Result (as set forth below), but in no event will the Participant’s Actual Award be greater than the Maximum Award (as set forth below).
A Participant’s Actual Award is comprised of:
Actual Award ($)* | = | Target Award ($) | x | Corporate Performance Result (%) | ||||||||||
*Subject to achievement of the Threshold Goals (as defined below). Cannot exceed Target Award unless the Financial Performance Result (as set forth below) is at least 95%.
Part 1: Determination of Target Award
The “Target Award” equals the product of the annual bonus target percentage (as designated by the Committee) and the Participant’s Base Salary. For example, a Participant whose annual bonus target percentage is 75% and whose Base Salary is $300,000 has a Target Award of $225,000 ($300,000 x 75%). The Target Award is the amount that would be earned and payable under the EAIP upon achievement at the 100% level of the Corporate Performance Result (provided the Threshold Goals (as defined below) are attained and employment requirements are satisfied).
The maximum Actual Award a Participant may earn for the Performance Period is 155% of his or her Target Award (regardless of the level of achievement of the Corporate Performance Result) (the “Maximum Award”).
Part 2: Achievement of Threshold Goals
In order for any Participant to earn any bonus under the EAIP, Adobe must first achieve two “Threshold Goals”:
(1)at least 95% of the annual revenue target for the 2025 fiscal year, determined in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), with the revenue target based on a pre-determined target for the 2025 fiscal year approved by the Committee at the beginning of the 2025 fiscal year, disregarding the effects of any material acquisitions not incorporated into such target (“Revenue Target”); and
(2)at least 95% of the annual non-GAAP diluted earnings per share (“EPS”) target for the 2025 fiscal year with the EPS target based on a pre-determined target for the 2025 fiscal
year approved by the Committee at the beginning of the 2025 fiscal year (“EPS Target”, and together with the Revenue Target, the “Targets”).
For purposes of clarification, if a material acquisition is incorporated into the Targets, the Threshold Goals will not be decreased, even if such acquisition is not completed during the fiscal year.
If the Company achieves the Threshold Goals, the EAIP will be funded for all eligible Participants, subject to the metrics below to determine a Participant’s Actual Award. If the Company does not achieve the Threshold Goals, the EAIP will not be funded and Participants will earn no bonus under the EAIP. The Committee is under no obligation to pay out the entire funded or credited amount to Participants.
Part 3: Determination of Actual Award
The Committee will determine the Actual Award based on achievement of certain Company objectives, as reflected by the calculation of the Corporate Performance Result, as described below.
Step 1: Calculate Corporate Performance Result
The “Corporate Performance Result” is based on the Company’s financial performance, and may be adjusted based on a number of goals related to the Company’s strategic corporate priorities, using the following formula:
Corporate Performance Result (%)* | = | Financial Performance Result (%)** | +/- | Strategic Performance Adjustment*** | ||||||||||
* May range from zero to 155%
** May range from zero to 130%
*** Up or down adjustment factor of up to 25 percentage points (which adjustment will apply uniformly to all eligible Participants, unless the Committee determines otherwise with respect to a Participant).
Step 1A: Determine Financial Performance. The Company’s financial performance for the Performance Period (“Financial Performance Result”) is based on the Company’s GAAP revenue and non-GAAP EPS performance against pre-determined targets approved by the Committee at the beginning of the 2025 fiscal year. The table below provides examples of the percentage of the Financial Performance Result that may be earned based on performance against each of the Targets for 2025 fiscal year:
Performance Against Revenue Target* | Performance Against EPS Target* | Financial Performance Result | ||||||
| Below 95.0% | Below 95.0% | 0% | ||||||
| 98.0% | 98.0% | 77% | ||||||
| 99.0% | 99.0% | 86% | ||||||
| 100.0% | 100.0% | 95% | ||||||
| 100.5% | 100.7% | 100% | ||||||
| 101.0% | 101.0% | 103% | ||||||
| 102.0% | 102.0% | 113% | ||||||
| 103.5% & above | 103.7% & above | 130% | ||||||
* Actual performance percentage will be determined at and rounded to the nearest tenth of a percent.
In determining the achievement of the Financial Performance metric, the Committee will disregard the effects of any material acquisitions not incorporated into the Targets; however, the Committee may adjust the Financial Performance metric (either upward or downward) to include the effects of a material acquisition if (i) the Board determines that such acquisition is material to the Company and (ii) the Company modifies the Targets to incorporate the effects of such material acquisition.
Step 1B: Strategic Performance Adjustment. The Committee, in its sole discretion, may add to or subtract from the Financial Performance Result applicable to a Participant up to 25 percentage points based on the Committee’s assessment of the Company’s corporate priorities and objectives for the Performance Period, including, but not limited to, adjustments as the result of (i) reorganizing and restructuring charges; (ii) discontinued operations; (iii) asset write-downs; (iv) gains or losses on the disposition of an asset or business; (v) mergers, acquisitions or dispositions (subject to the provisions above); (vi) extraordinary, unusual and/or non-recurring items of gain or loss; and (vii) foreign currency fluctuations (the “Strategic Performance Adjustment”).
Step 1C: Determine Corporate Performance Result. The final Corporate Performance Result will be determined by the formula shown above.
Step 2: Calculate Actual Award
Each Participant’s Actual Award is determined using the formula set forth above under “How the EAIP Works -Summary” based on the achievement determinations described in the above steps, provided that the Threshold Goals have been met and provided further that in no event will a Participant’s Actual Award exceed the Participant’s Target Award if the Financial Performance Result is not at least 95%. Actual Awards are subject to all applicable withholding taxes and other amounts required to be deducted and withheld under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of other applicable law.
GENERAL
Administration
The Committee is responsible for the general administration and interpretation of the EAIP and is authorized to take such actions as it deems necessary or desirable for the proper administration of the EAIP. The Committee may delegate specific administrative tasks to Company employees or others as appropriate for proper administration of the EAIP. Any rule or decision by the Committee that is not inconsistent with the provisions of the EAIP will be conclusive and binding on all persons, and will be given the maximum deference permitted by law.
The Committee reserves the right to interpret and to make changes to or withdraw the EAIP at any time, subject to applicable legal requirements. All terms and conditions of the EAIP are subject to compliance with applicable law. Notwithstanding any contrary provision of the EAIP, the Committee, in its sole discretion, may eliminate or reduce the Actual Award payable to any Participant below that which otherwise would be payable in accordance with the provisions set forth above.
Timing of Payments
Unless appropriately deferred pursuant to a deferral program, Actual Awards are paid on an annual basis approximately 60-75 days after the end of the Performance Period, but in no event after the later of (i) March 15th of the year following the calendar year in which the Actual Award is earned and (ii) the 15th day of the third month following the fiscal year of the Company in which the Actual Award is earned, and in all cases in compliance with the short-term deferral exception of Section 409A of the Code.
Right to Receive Payment
Each Actual Award under the EAIP will be paid solely from the general assets of the Company. Nothing in the EAIP will be construed to create a trust or to establish or evidence any Participant’s claim of any right to payment of an Actual Award other than as an unsecured general creditor with respect to any payment to which he or she may be entitled. At no time before the Earn Date will any Participant accrue any vested interest or right whatsoever under the EAIP, except as otherwise stated in the EAIP.
Deferrals
The Committee, in its sole discretion, may permit a Participant to defer receipt of the payment of cash that would otherwise be delivered to a Participant under the EAIP. Any such deferral elections will be subject to such rules and procedures as will be determined by the Committee in its sole discretion, subject to applicable requirements of Section 409A of the Code.
No Guarantee of Employment
The EAIP is intended to provide a financial incentive to Participants and is not intended to confer any rights to continued employment upon Participants whose employment will remain at-will and subject to termination by either the Company or a Participant at any time, with or without cause or notice, unless otherwise required by applicable law.
Recoupment
Any amounts paid under the EAIP will be subject to recoupment in accordance with the Company’s clawback policies, including (i) the Company’s Incentive Compensation Recovery Policy adopted to comply with Rule 10D-1 promulgated under the Securities Exchange Act of 1934, as amended, and the listing standards of the Nasdaq Stock Market LLC and (ii) any other clawback policy that the Company may adopt from time to time, all to the extent determined by the Committee to be applicable to a Participant, any amount paid under the EAIP and/or required by applicable law. In addition, the Committee may impose such other clawback, recovery or recoupment provisions in a Target or Actual Award as the Committee determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired cash upon the occurrence of cause as determined by the Committee. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with Adobe.