1992 Equity Incentive Plan - Macromedia Inc.


                                MACROMEDIA, INC.

                           1992 EQUITY INCENTIVE PLAN

                          As Adopted September 23, 1992
                         and Amended Through May 3, 2001

               1. PURPOSE. The purpose of the Plan is to provide incentives to
attract, retain and motivate eligible persons whose present and potential
contributions are important to the success of the Company, its Parent,
Subsidiaries and Affiliates, by offering them an opportunity to participate in
the Company's future performance through awards of Options, Restricted Stock and
Stock Bonuses. Capitalized terms not defined in the text are defined in Section
24.

               2. SHARES SUBJECT TO THE PLAN.

                      2.1 Number of Shares Available. Subject to Sections 2.2
and 18, the total number of Shares reserved and available for grant and issuance
pursuant to the Plan shall be 19,780,000 Shares. Any Shares issuable upon
exercise of options granted pursuant to the Authorware 1988 Stock Option Plan,
the Macromind, Inc. 1989 Incentive Stock Option Plan and 1989 Nonstatutory Stock
Option Plan, and the Paracomp, Inc. 1989 Stock Option Plan (the "Prior Plans")
that expire or become unexercisable for any reason without having been exercised
in full, shall no longer be available for distribution under the Prior Plans,
but shall be available for distribution under this Plan. Subject to Sections 2.2
and 18, Shares shall again be available for grant and issuance in connection
with future Awards under the Plan that: (a) are subject to issuance upon
exercise of an Option but cease to be subject to such Option for any reason
other than exercise of such Option, (b) are subject to an Award granted
hereunder but are forfeited or are repurchased by the Company at the original
issue price, or (c) are subject to an Award that otherwise terminates without
Shares being issued.

                      2.2 Adjustment of Shares. In the event that the number of
outstanding Shares is changed by a stock dividend, recapitalization, stock
split, reverse stock split, subdivision, combination, reclassification or
similar change in the capital structure of the Company without consideration,
then (a) the number of Shares reserved for issuance under the Plan, (b) the
Exercise Prices of and number of Shares subject to outstanding Options, and (c)
the number of Shares subject to other outstanding Awards shall be
proportionately adjusted, subject to any required action by the Board or the
stockholders of the Company and compliance with applicable securities laws;
provided, however, that fractions of a Share shall not be issued but shall
either be paid in cash at Fair Market Value or shall be rounded up to the
nearest Share, as determined by the Committee; and provided, further, that the
Exercise Price of any Option may not be decreased to below the par value of the
Shares.

               3. ELIGIBILITY. ISOs (as defined in Section 5 below) may be
granted only to employees (including officers and directors who are also
employees) of the Company or of a Parent or Subsidiary of the Company. All other
Awards may be granted to employees,


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officers, directors, consultants, independent contractors and advisers of the
Company or any Parent, Subsidiary or Affiliate of the Company; provided such
consultants, contractors and advisers (a) are natural persons; (b) render bona
fide services to the Company; and (c) the services are not in connection with
the offer and sale of securities in a capital-raising transaction and do not
directly or indirectly promote or maintain a market for the Company's
securities. No "Named Executive Officer" (as that term is defined in Item
402(a)(3) of Regulation S-K promulgated under the Exchange Act) shall be
eligible to receive more than 1,800,000 Shares at any time during the term of
this Plan pursuant to the grant of Awards hereunder. A person may be granted
more than one Award under the Plan.

               4. ADMINISTRATION.

                      4.1 Committee Authority. The Plan shall be administered by
the Committee or the Board acting as the Committee. Subject to the general
purposes, terms and conditions of the Plan, and to the direction of the Board,
the Committee shall have full power to implement and carry out the Plan. The
Committee shall have the authority to:

                (a)     construe and interpret the Plan, any Award Agreement and
                        any other agreement or document executed pursuant to the
                        Plan;

                (b)     prescribe, amend and rescind rules and regulations
                        relating to the Plan;

                (c)     select persons to receive Awards;

                (d)     determine the form and terms of Awards;

                (e)     determine the number of Shares or other consideration
                        subject to Awards;

                (f)     determine whether Awards will be granted singly, in
                        combination, in tandem, in replacement of, or as
                        alternatives to, other Awards under the Plan or any
                        other incentive or compensation plan of the Company or
                        any Parent, Subsidiary or Affiliate of the Company;

                (g)     grant waivers of Plan or Award conditions;

                (h)     determine the vesting, exercisability and payment of
                        Awards;

                (i)     correct any defect, supply any omission, or reconcile
                        any inconsistency in the Plan, any Award or any Award
                        Agreement;

                (j)     determine whether an Award has been earned; and

                (k)     make all other determinations necessary or advisable for
                        the administration of the Plan.


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                      4.2 Committee Discretion. Any determination made by the
Committee with respect to any Award shall be made in its sole discretion at the
time of grant of the Award or, unless in contravention of any express term of
the Plan or Award, at any later time, and such determination shall be final and
binding on the Company and all persons having an interest in any Award under the
Plan. The Committee may delegate to one or more officers of the Company the
authority to grant an Award under the Plan to Participants who are not Insiders
of the Company.

                      4.3 Compliance With Code Section 162(m). If two or more
members of the Board are Outside Directors, the Committee shall be comprised of
at least two members of the Board, all of whom are Outside Directors.

               5. OPTIONS. The Committee may grant Options to eligible persons
and shall determine whether such Options shall be Incentive Stock Options within
the meaning of the Code ("ISOs") or Nonqualified Stock Options ("NQSOs"), the
number of Shares subject to the Option, the Exercise Price of the Option, the
period during which the Option may be exercised, and all other terms and
conditions of the Option, including, in the case of a NQSO and subject to the
limits in Section 11 on such transfers, whether the Option or an interest
therein may be transferred during the Participant's lifetime, all subject to the
following:

                      5.1 Form of Option Grant. Each Option granted under the
Plan shall be evidenced by an Award Agreement which shall expressly identify the
Option as an ISO or NQSO ("Stock Option Agreement"), and be in such form and
contain such provisions (which need not be the same for each Participant) as the
Committee shall from time to time approve, and which shall comply with and be
subject to the terms and conditions of the Plan.

                      5.2 Date of Grant. The date of grant of an Option shall be
the date on which the Committee makes the determination to grant such Option,
unless otherwise specified by the Committee. The Stock Option Agreement and a
copy of the Plan will be delivered to the Participant within a reasonable time
after the granting of the Option.

                      5.3 Exercise Period. Options shall be exercisable within
the times or upon the events determined by the Committee as set forth in the
Stock Option Agreement; provided, however, that no Option shall be exercisable
after the expiration of one hundred twenty (120) months from the date the Option
is granted, and provided further that no Option granted to a person who directly
or by attribution owns more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or any Parent or Subsidiary of the
Company ("Ten Percent Stockholder") shall be exercisable after the expiration of
five (5) years from the date the Option is granted. The Committee also may
provide for the exercise of Options to become exercisable at one time or from
time to time, periodically or otherwise, in such number or percentage as the
Committee determines.

                      5.4 Exercise Price. The Exercise Price shall be determined
by the Committee when the Option is granted and may be not less than 100% of the
Fair Market Value of the Shares on the date of grant; provided that the Exercise
Price of any Option


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granted to a Ten Percent Stockholder shall not be less than 110% of the Fair
Market Value of the Shares on the date of grant. Payment for the Shares
purchased may be made in accordance with Section 8 of the Plan.

                      5.5 Method of Exercise. Options may be exercised only by
delivery by the Holder to the Company of a written stock option exercise
agreement (the "Exercise Agreement") in a form approved by the Committee (which
need not be the same for each Holder), stating the number of Shares being
purchased, the restrictions imposed on the Shares, if any, and such
representations and agreements regarding Holder's investment intent and access
to information, if any, as may be required or desirable by the Company to comply
with applicable securities laws, together with payment in full of the Exercise
Price for the number of Shares being purchased.

                      5.6 Termination. Notwithstanding the exercise periods set
forth in the Stock Option Agreement, exercise of an Option shall always be
subject to the following:

                (a)     If the Participant is Terminated for any reason except
                        death or Disability, then Holder may exercise such
                        Holder's Options only to the extent that such Options
                        would have been exercisable upon the Termination Date no
                        later than ninety (90) days after the Termination Date
                        (or such shorter time period as may be specified in the
                        Stock Option Agreement or such longer time period, not
                        exceeding five (5) years, after the Termination Date as
                        may be determined by the Committee and specified in the
                        Stock Option Agreement, with any exercise beyond three
                        (3) months after the Termination Date deemed to be an
                        NQSO), but in any event, no later than the expiration
                        date of the Options.

                (b)     If the Participant is terminated because of death or
                        Disability (or the participant dies within three months
                        of such termination), then Participant's Options may be
                        exercised only to the extent that such Options would
                        have been exercisable by Participant on the Termination
                        Date and must be exercised by the Holder no later than
                        twelve (12) months after the Termination Date (or such
                        shorter time period as may be specified in the Stock
                        Option Agreement or such longer time period, not
                        exceeding five (5) years, after the Termination Date as
                        may be determined by the Committee and specified in the
                        Stock Option Agreement (with any exercise beyond (i)
                        three (3) months after the Termination Date when the
                        Termination is for any reason other than the
                        Participant's death or disability, within the meaning of
                        Section 22(e)(3) of the Code, or (ii) twelve (12) months
                        after the Termination Date when the Termination is for
                        Participant's death or disability, within the meaning of
                        Section 22(e)(3) of the Code, deemed to be an NQSO), but
                        in any event no later than the expiration date of the
                        Options.


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                      5.7 Limitations on Exercise. The Committee may specify a
reasonable minimum number of Shares that may be purchased on any exercise of an
Option, provided that such minimum number will not prevent Holder from
exercising the Option for the full number of Shares for which it is then
exercisable.

                      5.8 Limitations on ISOs. The aggregate Fair Market Value
(determined as of the date of grant) of Shares with respect to which ISOs are
exercisable for the first time by a Participant during any calendar year (under
the Plan or under any other incentive stock option plan of the Company or any
Affiliate, Parent or Subsidiary of the Company) shall not exceed $100,000. If
the Fair Market Value of Shares on the date of grant with respect to which ISOs
are exercisable for the first time by a Participant during any calendar year
exceeds $100,000, the Options for the first $100,000 worth of Shares to become
exercisable in such calendar year shall be ISOs and the Options for the amount
in excess of $100,000 that become exercisable in that calendar year shall be
NQSOs. In the event that the Code or the regulations promulgated thereunder are
amended after the Effective Date of the Plan to provide for a different limit on
the Fair Market Value of Shares permitted to be subject to ISOs, such different
limit shall be automatically incorporated herein and shall apply to any Options
granted after the effective date of such amendment.

                      5.9 Modification, Extension or Renewal. The Committee may
modify, extend or renew outstanding Options and authorize the grant of new
Options in substitution therefor, provided that any such action may not, without
the written consent of Participant, impair any of Participant's rights under any
Option previously granted. Any outstanding ISO that is modified, extended,
renewed or otherwise altered shall be treated in accordance with Section 424(h)
of the Code. The Committee may reduce the Exercise Price of outstanding Options
without the consent of Participants affected by a written notice to them;
provided, however, that the Exercise Price may not be reduced below the minimum
Exercise Price that would be permitted under Section 5.4 of the Plan for Options
granted on the date the action is taken to reduce the Exercise Price; provided,
further, that the Exercise Price shall not be reduced below the par value of the
Shares, if any.

                      5.10 No Disqualification. Notwithstanding any other
provision in the Plan, no term of the Plan relating to ISOs shall be
interpreted, amended or altered, nor shall any discretion or authority granted
under the Plan be exercised, so as to disqualify the Plan under Section 422 of
the Code or, without the consent of the Participant affected, to disqualify any
ISO under Section 422 of the Code.

               6. RESTRICTED STOCK. A Restricted Stock Award is an offer by the
Company to sell to an eligible person Shares that are subject to restrictions.
The Committee shall determine to whom an offer will be made, the number of
Shares the person may purchase, the price to be paid (the "Purchase Price"), the
restrictions to which the Shares shall be subject, and all other terms and
conditions of the Restricted Stock Award, subject to the following:


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                      6.1 Form of Restricted Stock Award. All purchases under a
Restricted Stock Award made pursuant to the Plan shall be evidenced by an Award
Agreement ("Restricted Stock Purchase Agreement") that shall be in such form
(which need not be the same for each Participant) as the Committee shall from
time to time approve, and shall comply with and be subject to the terms and
conditions of the Plan. The offer of Restricted Stock shall be accepted by the
Holder's execution and delivery of the Restricted Stock Purchase Agreement and
full payment for the Shares to the Company within thirty (30) days from the date
the Restricted Stock Purchase Agreement is delivered to the person. If such
person does not execute and deliver the Restricted Stock Purchase Agreement
along with full payment for the Shares to the Company within thirty (30) days,
then the offer shall terminate, unless otherwise determined by the Committee.

                      6.2 Purchase Price. The Purchase Price of Shares sold
pursuant to a Restricted Stock Award shall be determined by the Committee and
shall be at least 85% of the Fair Market Value of the Shares when the Restricted
Stock Award is granted, except in the case of a sale to a Ten Percent
Stockholder, in which case the Purchase Price shall be 100% of the Fair Market
Value. Payment of the Purchase Price may be made in accordance with Section 8 of
the Plan.

                      6.3 Restrictions. Restricted Stock Awards shall be subject
to such restrictions as the Committee may impose. The Committee may provide for
the lapse of such restrictions in installments and may accelerate or waive such
restrictions, in whole or part, based on length of service, performance or such
other factors or criteria as the Committee may determine.

               7. STOCK BONUSES.

                      7.1 Awards of Stock Bonuses. A Stock Bonus is an award of
Shares (which may consist of Restricted Stock) for services rendered to the
Company or any Parent, Subsidiary or Affiliate of the Company. A Stock Bonus may
be awarded for past services already rendered to the Company, or any Parent,
Subsidiary or Affiliate of the Company pursuant to an Award Agreement (the
"Stock Bonus Agreement") that shall be in such form (which need not be the same
for each Participant) as the Committee shall from time to time approve, and
shall comply with and be subject to the terms and conditions of the Plan. A
Stock Bonus may be awarded upon satisfaction of such performance goals as are
set out in advance in Participant's individual Award Agreement (the "Performance
Stock Bonus Agreement") that shall be in such form (which need not be the same
for each Participant) as the Committee shall from time to time approve, and
shall comply with and be subject to the terms and conditions of the Plan. Stock
Bonuses may vary from Participant to Participant and between groups of
Participants, and may be based upon the achievement of the Company, Parent,
Subsidiary or Affiliate and/or individual performance factors or upon such other
criteria as the Committee may determine.

                      7.2 Terms of Stock Bonuses. The Committee shall determine
to whom a Stock Bonus shall be granted, the number of Shares to be awarded to
the Participant, whether such Shares shall be Restricted Stock and all other
terms and conditions of the Stock Bonus. If the Stock Bonus is being earned upon
the satisfaction of performance goals pursuant to a Performance Stock Bonus
Agreement, then the Committee


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shall determine: (a) the nature, length and starting date of any period during
which performance is to be measured (the "Performance Period") for each Stock
Bonus; (b) the performance goals and criteria to be used to measure the
performance, if any; (c) the number of Shares that may be awarded to the
Participant; and (d) the extent to which such Stock Bonuses have been earned.
Performance Periods may overlap and Participants may participate simultaneously
with respect to Stock Bonuses that are subject to different Performance Periods
and different performance goals and other criteria. The number of Shares may be
fixed or may vary in accordance with such performance goals and criteria as may
be determined by the Committee. The Committee may adjust the performance goals
applicable to the Stock Bonuses to take into account changes in law and
accounting or tax rules and to make such adjustments as the Committee deems
necessary or appropriate to reflect the impact of extraordinary or unusual
items, events or circumstances to avoid windfalls or hardships.

                      7.3 Form of Payment. The earned portion of a Stock Bonus
may be paid currently or on a deferred basis with such interest or dividend
equivalent, if any, as the Committee may determine. Payment may be made in the
form of cash, whole Shares, including Restricted Stock, or a combination
thereof, either in a lump sum payment or in installments, all as the Committee
shall determine.

                      7.4 Termination During Performance Period. If a
Participant is Terminated during a Performance Period for any reason, then such
Holder shall be entitled to payment (whether in Shares, cash or otherwise) with
respect to the Stock Bonus only to the extent earned as of the date of
Termination in accordance with the Performance Stock Bonus Agreement, unless the
Committee shall determine otherwise.

               8. PAYMENT FOR SHARE PURCHASES.

                      8.1 Payment. Payment for Shares purchased pursuant to the
Plan may be made in cash (by check) or, where expressly approved for the
Participant by the Committee and where permitted by law:

                (a)     in the case of exercise by the Participant,
                        Participant's guardian or legal representative or the
                        authorized legal representative of Participant's heirs
                        or legatees after Participant's death, by cancellation
                        of indebtedness of the Company to the Participant;

                (b)     by surrender of Shares that either: (1) have been owned
                        by Holder for more than six (6) months and have been
                        paid for within the meaning of SEC Rule 144 (and, if
                        such shares were purchased from the Company by use of a
                        promissory note, such note has been fully paid with
                        respect to such Shares); or (2) were obtained by Holder
                        in the public market;

                (c)     by tender of a full recourse promissory note having such
                        terms as may be approved by the Committee and bearing
                        interest at a rate sufficient to avoid imputation of
                        income under Sections 483 and 1274 of the Code;
                        provided, however, that Holders who are not employees of
                        the


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                        Company shall not be entitled to purchase Shares with a
                        promissory note unless the note is adequately secured by
                        collateral other than the Shares; provided, further,
                        that the portion of the Purchase Price equal to the par
                        value of the Shares, if any, must be paid in cash;

                (d)     in the case of exercise by the Participant,
                        Participant's guardian or legal representative or the
                        authorized legal representative of Participant's heirs
                        or legatees after Participant's death, by waiver of
                        compensation due or accrued to Participant for services
                        rendered;

                (e)     by tender of property;

                (f)     with respect only to purchases upon exercise of an
                        Option, and provided that a public market for the
                        Company's stock exists:

                        (1)     through a "same day sale" commitment from Holder
                                and a broker-dealer that is a member of the
                                National Association of Securities Dealers (an
                                "NASD Dealer") whereby Holder irrevocably elects
                                to exercise the Option and to sell a portion of
                                the Shares so purchased to pay for the Exercise
                                Price, and whereby the NASD Dealer irrevocably
                                commits upon receipt of such Shares to forward
                                the Exercise Price directly to the Company; or

                        (2)     through a "margin" commitment from Holder and an
                                NASD Dealer whereby Holder irrevocably elects to
                                exercise the Option and to pledge the Shares so
                                purchased to the NASD Dealer in a margin account
                                as security for a loan from the NASD Dealer in
                                the amount of the Exercise Price, and whereby
                                the NASD Dealer irrevocably commits upon receipt
                                of such Shares to forward the exercise price
                                directly to the Company; or

                (g)     by any combination of the foregoing.

                      8.2 Loan Guarantees. The Committee may help the
Participant pay for Shares purchased under the Plan by authorizing a guarantee
by the Company of a third-party loan to the Participant.

               9. WITHHOLDING TAXES.

                      9.1 Withholding Generally. Whenever Shares are to be
issued in satisfaction of Awards granted under the Plan, the Company may require
the Holder to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. Whenever, under the Plan, payments
in satisfaction of Awards are to be made in cash, such payment shall be net of
an amount sufficient to satisfy federal, state, and local withholding tax
requirements.


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                      9.2 Stock Withholding. When, under applicable tax laws, a
Participant incurs tax liability in connection with the exercise or vesting of
any Award that is subject to tax withholding and the Participant is obligated to
pay the Company the amount required to be withheld, the Committee may in its
sole discretion allow the Participant to satisfy the minimum withholding tax
obligation by electing to have the Company withhold from the Shares to be issued
that number of Shares having a Fair Market Value equal to the minimum amount
required to be withheld, determined on the date that the amount of tax to be
withheld is to be determined. All elections by a Participant to have Shares
withheld for this purpose will be made in accordance with the requirements
established by the Committee and be in writing in a form acceptable to the
Committee.

               10. PRIVILEGES OF STOCK OWNERSHIP.

                      10.1 Voting and Dividends. No Holder shall have any of the
rights of a stockholder with respect to any Shares until the Shares are issued
to the Holder. After Shares are issued to the Holder, the Holder shall be a
stockholder and have all the rights of a stockholder with respect to such
Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, that if such
Shares are Restricted Stock, then any new, additional or different securities
the Holder may become entitled to receive with respect to such Shares by virtue
of a stock dividend, stock split or any other change in the corporate or capital
structure of the Company shall be subject to the same restrictions as the
Restricted Stock; provided, further, that the Holder shall have no right to
retain such dividends or distributions with respect to Shares that are
repurchased at the Participant's original Purchase Price pursuant to Section 12.

                      10.2 Financial Statements. The Company shall provide
financial statements to each Holder prior to such Holder 's purchase of Shares
under the Plan, and to each Holder annually during the period such Holder has
Options outstanding; provided, however, the Company shall not be required to
provide such financial statements to Holders who are also Participants and whose
services in connection with the Company assure them access to equivalent
information.

               11. TRANSFERABILITY. Except as otherwise provided in this Section
11, no Award and no interest therein may be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by will and by
the laws of descent and distribution and no Award may be made subject to
execution, attachment or similar process:

                      (a) All Awards other the NQSO's. All Awards other than
NQSO's shall be exercisable: (i) during the Participant's lifetime, only by (A)
the Participant, or (B) the Participant's guardian or legal representative; and
(ii) after Participant's death, by the legal representative of the Participant's
heirs or legatees; and

                      (b) NQSOs. Unless otherwise restricted by the Committee,
an NQSO Option shall be exercisable: (i) during the Participant's lifetime only
by (A) the Participant, (B) the Participant's guardian or legal representative,
(C) a Family Member of the Participant


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who has acquired the Option by Permitted Transfer; and (ii) after Participant's
death, by the legal representative of the Participant's heirs or legatees.

               12. RESTRICTIONS ON SHARES. At the discretion of the Committee,
the Company may reserve to itself and/or its assignee(s) in the Award Agreement
(a) a right of first refusal to purchase all Shares that a Holder may propose to
transfer to a third party, and/or (b) a right to repurchase a portion of or all
Shares held by a Holder following the related Participant's Termination at any
time within ninety (90) days after the later of Participant's Termination Date
and the date Participant purchases Shares under the Plan, for cash or
cancellation of purchase money indebtedness, at: (A) with respect to Shares that
are "Vested" (as defined in the Award Agreement), the higher of: (l) the
original Purchase Price under the Award, or (2) the Fair Market Value of such
Shares on Participant's Termination Date, provided, such right of repurchase
terminates when the Company's securities become publicly traded; or (B) with
respect to Shares that are not "Vested" (as defined in the Award Agreement), at
the original Purchase Price under the Award, provided, that the right to
repurchase at the original Purchase Price lapses at the rate of at least 20% per
year over 5 years from the date the Shares were purchased, and if the right to
repurchase is assignable, the assignee must pay the Company, upon assignment of
the right to repurchase, cash equal to the excess of the Fair Market Value of
the Shares over the original Purchase Price.

               13. CERTIFICATES. All certificates for Shares or other securities
delivered under the Plan shall be subject to such stock transfer orders, legends
and other restrictions as the Committee may deem necessary or advisable,
including restrictions under any applicable federal, state or foreign securities
law, or any rules, regulations and other requirements of the SEC or any stock
exchange or automated quotation system upon which the Shares may be listed.

               14. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a
Holder's Shares, the Committee may require the Holder to deposit all
certificates, together with stock powers or other instruments of transfer
approved by the Committee, appropriately endorsed in blank, with the Company or
an agent designated by the Company to hold in escrow until such restrictions
have lapsed or terminated, and the Committee may cause a legend or legends
referencing such restrictions to be placed on the certificates. Any Participant
who is permitted to execute a promissory note as partial or full consideration
for the purchase of Shares under the Plan shall be required to pledge and
deposit with the Company all or part of the Shares so purchased as collateral to
secure the payment of Participant's obligation to the Company under the
promissory note; provided, however, that the Committee may require or accept
other or additional forms of collateral to secure the payment of such obligation
and, in any event, the Company shall have full recourse against the Participant
under the promissory note notwithstanding any pledge of the Participant's Shares
or other collateral. In connection with any pledge of the Shares, Participant
shall be required to execute and deliver a written pledge agreement in such form
as the Committee shall from time to time approve. The Shares purchased with the
promissory note may be released from the pledge on a pro-rata basis as the
promissory note is paid.

               15. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time
or from time to time, authorize the Company, with the consent of the respective
Holders, to


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issue new Awards in exchange for the surrender and cancellation of any or all
outstanding Awards. The Committee may at any time buy from a Participant an
Award previously granted with payment in cash, Shares (including Restricted
Stock) or other consideration, based on such terms and conditions as the
Committee and the Holder shall agree.

               16. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award
shall not be effective unless such Award is in compliance with all applicable
federal and state securities laws, rules and regulations of any governmental
body, and the requirements of any stock exchange or automated quotation system
upon which the Shares may then be listed, as they are in effect on the date of
grant of the Award and also on the date of exercise or other issuance.
Notwithstanding any other provision in the Plan, the Company shall have no
obligation to issue or deliver certificates for Shares under the Plan prior to
(a) obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable, and/or (b) completion of any registration
or other qualification of such shares under any state or federal law or ruling
of any governmental body that the Company determines to be necessary or
advisable. The Company shall be under no obligation to register the Shares with
the SEC or to effect compliance with the registration, qualification or listing
requirements of any state securities laws, stock exchange or automated quotation
system, and the Company shall have no liability for any inability or failure to
do so.

               17. NO OBLIGATION TO EMPLOY. Nothing in the Plan or any Award
granted under the Plan shall confer or be deemed to confer on any Participant
any right to continue in the employ of, or other relationship with, the Company
or any Parent, Subsidiary or Affiliate of the Company or limit in any way the
right of the Company or any Parent, Subsidiary or Affiliate of the Company to
terminate Participant's employment or other relationship at any time, with or
without cause.

               18. CORPORATE TRANSACTIONS.

                      18.1 Assumption or Replacement of Awards by Successor. In
the event of (a) a merger or consolidation in which the Company is not the
surviving corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of the Company in a different jurisdiction, or
other transaction in which there is no substantial change in the stockholders of
the Company and the Awards granted under the Plan are assumed or replaced by the
successor corporation, which assumption shall be binding on all Holders), (b) a
dissolution or liquidation of the Company, (c) the sale of substantially all of
the assets of the Company, or (d) any other transaction which qualifies as a
"corporate transaction" under Section 424(a) of the Code wherein the
stockholders of the Company give up all of their equity interest in the Company
(except for the acquisition, sale or transfer of all or substantially all of the
outstanding shares of the Company), any or all outstanding Awards may be assumed
or replaced by the successor corporation, which assumption or replacement shall
be binding on all Holders. In the alternative, the successor corporation may
substitute equivalent Awards or provide substantially similar consideration to
Holders as was provided to stockholders (after taking into account the existing
provisions of the Awards). The successor corporation may also issue, in place of
outstanding Shares of the Company held by the Holder, substantially


                                      B-11
   12

similar shares or other property subject repurchase restrictions no less
favorable to the Holder.

                      18.2 Expiration of Options. In the event such successor
corporation, if any, refuses to assume or substitute the Options, as provided
above, pursuant to a transaction described in Subsection 18.1(a) above, such
Options shall expire on such transaction at such time and on such conditions as
the Board shall determine. In the event such successor corporation, if any,
refuses to assume or substitute the Options as provided above, pursuant to a
transaction described in Subsections 18.1(b), (c) or (d) above, or there is no
successor corporation, and if the Company ceases to exist as a separate
corporate entity, then, notwithstanding any contrary terms in the Award
Agreement, the Options shall expire on a date at least twenty (20) days after
the Board gives written notice to Holders specifying the terms and conditions of
such termination.

                      18.3 Other Treatment of Awards. Subject to any greater
rights granted to Holders under the foregoing provisions of this Section 18, in
the event of the occurrence of any transaction described in Section 18.1, any
outstanding Awards shall be treated as provided in the applicable agreement or
plan of merger, consolidation, dissolution, liquidation, sale of assets or other
"corporate transaction."

                      18.4 Assumption of Awards by the Company. The Company,
from time to time, also may substitute or assume outstanding awards granted by
another company, whether in connection with an acquisition of such other company
or otherwise, by either (a) granting an Award under the Plan in substitution of
such other company's award, or (b) assuming such award as if it had been granted
under the Plan if the terms of such assumed award could be applied to an Award
granted under the Plan. Such substitution or assumption shall be permissible if
the holder of the substituted or assumed award would have been eligible to be
granted an Award under the Plan if the other company had applied the rules of
the Plan to such grant. In the event the Company assumes an award granted by
another company, the terms and conditions of such award shall remain unchanged
(except that the exercise price and the number and nature of Shares issuable
upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new
Option rather than assuming an existing option, such new Option may be granted
with a similarly adjusted Exercise Price.

               19. ADOPTION AND STOCKHOLDER APPROVAL. The Plan shall become
effective on the date that it is adopted by the Board (the "Effective Date").
The Plan shall be approved by the stockholders of the Company (excluding Shares
issued pursuant to this Plan), consistent with applicable laws, within twelve
months before or after the Effective Date. Upon the Effective Date, the Board
may grant Awards pursuant to the Plan; provided, however, that: (a) no Option
may be exercised prior to initial stockholder approval of the Plan; (b) no
Option granted pursuant to an increase in the number of Shares approved by the
Board shall be exercised prior to the time such increase has been approved by
the stockholders of the Company; and (c) in the event that stockholder approval
is not obtained within the time period provided herein, all Awards granted
hereunder shall be canceled, any Shares issued pursuant to any Award shall be
canceled and any purchase of Shares hereunder shall be rescinded.


                                      B-12
   13

               20. TERM OF PLAN. The Plan will terminate ten (10) years from the
Effective Date or, if earlier, the date of stockholder approval.

               21. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time
terminate or amend the Plan in any respect, including without limitation
amendment of any form of Award Agreement or instrument to be executed pursuant
to the Plan; provided, however, that the Board shall not, without the approval
of the stockholders of the Company, amend the Plan in any manner that requires
such stockholder approval pursuant to the Code or the regulations promulgated
thereunder as such provisions apply to ISO plans.

               22. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan
by the Board, the submission of the Plan to the stockholders of the Company for
approval, nor any provision of the Plan shall be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and bonuses otherwise than under the Plan, and such
arrangements may be either generally applicable or applicable only in specific
cases.

               23. GOVERNING LAW. The Plan and all agreements, documents and
instruments entered into pursuant to the Plan shall be governed by and construed
in accordance with the internal laws of the State of California, excluding that
body of law pertaining to conflict of laws.

               24. DEFINITIONS. As used in the Plan, the following terms shall
have the following meanings:

                      "Affiliate" means any corporation that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with, another corporation, where "control" (including
the terms "controlled by" and "under common control with") means the possession,
direct or indirect, of the power to cause the direction of the management and
policies of the corporation, whether through the ownership of voting securities,
by contract or otherwise.

                      "Award" means any award under the Plan, including any
Option, Restricted Stock or Stock Bonus.

                      "Award Agreement" means, with respect to each Award, the
signed written agreement between the Company and the Participant setting forth
the terms and conditions of the Award.

                      "Board" means the Board of Directors of the Company.

                      "Code" means the Internal Revenue Code of 1986, as
amended.

                      "Committee" means the committee appointed by the Board to
administer the Plan, or if no committee is appointed, the Board.


                                      B-13
   14

                      "Company" means Macromedia, Inc., a corporation organized
under the laws of the State of Delaware, or any successor corporation.

                      "Disability" means a disability, whether temporary or
permanent, partial or total, within the meaning of Section 22(e)(3) of the Code,
as determined by the Committee.

                      "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

                      "Exercise Price" means the price at which a holder of an
Option may purchase the Shares issuable upon exercise of the Option.

                      "Fair Market Value" means, as of any date, the value of a
share of the Company's Common Stock determined as follows:

                (a)     if such Common Stock is then quoted on the NASDAQ
                        National Market System, its last reported sale price on
                        the NASDAQ National Market System or, if no such
                        reported sale takes place on such date, the average of
                        the closing bid and asked prices;

                (b)     if such Common Stock is publicly traded and is then
                        listed on a national securities exchange, the last
                        reported sale price or, if no such reported sale takes
                        place on such date, the average of the closing bid and
                        asked prices on the principal national securities
                        exchange on which the Common Stock is listed or admitted
                        to trading;

                (c)     if such Common Stock is publicly traded but is not
                        quoted on the NASDAQ National Market System nor listed
                        or admitted to trading on a national securities
                        exchange, the average of the closing bid and asked
                        prices on such date, as reported by The Wall Street
                        Journal, for the over-the-counter market; or

                (d)     if none of the foregoing is applicable, by the Board of
                        Directors of the Company in good faith.

               "Family Member" includes any of the following:

                      (a) child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of
the Participant, including any such person with such relationship to the
Participant by adoption;

                      (b) any person (other than a tenant or employee) sharing
the Participant's household;


                                      B-14
   15

                      (c) a trust in which the persons in (a) and (b) have more
than fifty percent of the beneficial interest;

                      (d) a foundation in which the persons in (a) and (b) or
the Participant control the management of assets; or

                      (e) any other entity in which the persons in (a) and (b)
or the Participant own more than fifty percent of the voting interest.

                      "Holder" means the following person to the extent such
person has or controls an interest in an Award at the time in question: (a) the
Participant; (b) the Participant's guardian or legal representative; (c) a
Family Member who is a transferee of an Award from the Participant in a
Permitted Transfer, and (d) the authorized legal representative of such person's
heirs or legatees after such person's death.

                      "Insider" means an officer or director of the Company or
any other person whose transactions in the Company's Common Stock are subject to
Section 16 of the Exchange Act.

                      "Option" means an award of an option to purchase Shares
pursuant to Section 5.

                      "Outside Director" shall mean any director who is not (i)
a current employee of the Company or any Parent, Subsidiary or Affiliate of the
Company, (ii) a former employee of the Company or any Parent, Subsidiary or
Affiliate of the Company who is receiving compensation for prior services (other
than benefits under a tax-qualified pension plan), (iii) a current or former
officer of the Company or any Parent, Subsidiary or Affiliate of the Company or
(iv) currently receiving compensation for personal services in any capacity,
other than as a director, from the Company or any Parent, Subsidiary or
Affiliate of the Company; provided, however, that at such time as the term
"Outside Director", as used in Section 162(m) is defined in regulations
promulgated under Section 162(m) of the Code, "Outside Director" shall have the
meaning set forth in such regulations, as amended from time to time and as
interpreted by the Internal Revenue Service.

                      "Parent" means any corporation (other than the Company) in
an unbroken chain of corporations ending with the Company, if at the time of the
granting of an Award under the Plan, each of such corporations other than the
Company owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.

                      "Participant" means a person who receives an Award under
the Plan.

                      "Permitted Transfer" means, as authorized by this Plan and
the Committee in an NQSO Option, any transfer effected by the Participant during
the Participant's lifetime of an interest in such Option but only such transfers
which are by gift or domestic relations order. A Permitted Transfer does not
include any transfer for value and neither of the following are transfers for
value: (a) a transfer of under a domestic


                                      B-15
   16

relations order in settlement of marital property rights or (b) a transfer to an
entity in which more than fifty percent of the voting interests are owned by
Family Members or the Participant in exchange for an interest in that entity.

                      "Plan" means this Macromedia, Inc. 1992 Equity Incentive
Plan, as amended from time to time.

                      "Restricted Stock Award" means an award of Shares pursuant
to Section 6.

                      "SEC" means the Securities and Exchange Commission.

                      "Securities Act" means the Securities Act of 1933, as
amended.

                      "Shares" means shares of the Company's Common Stock,
$0.001 par value, reserved for issuance under the Plan, as adjusted pursuant to
Sections 2 and 15, and any successor security.

                      "Stock Bonus" means an award of Shares, or cash in lieu of
Shares, pursuant to Section 7.

                      "Subsidiary" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if, at
the time of granting of the Award, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

                      "Termination" or "Terminated" means, for purposes of the
Plan with respect to a Participant, that the Participant has ceased to provide
services as an employee, director, consultant, independent contractor or
adviser, to the Company or a Parent, Subsidiary or Affiliate of the Company,
except in the case of sick leave, military leave, or any other leave of absence
approved by the Committee, provided, that such leave is for a period of not more
than ninety (90) days, or reinstatement upon the expiration of such leave is
guaranteed by contract or statute. The Committee shall have sole discretion to
determine whether a Participant has ceased to provide services and the effective
date on which the Participant ceased to provide services (the "Termination
Date").



                                      B-16