{"id":38183,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1992-equity-incentive-plan-macromedia-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1992-equity-incentive-plan-macromedia-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1992-equity-incentive-plan-macromedia-inc.html","title":{"rendered":"1992 Equity Incentive Plan &#8211; Macromedia Inc."},"content":{"rendered":"<pre>\n                                MACROMEDIA, INC.\n\n                           1992 EQUITY INCENTIVE PLAN\n\n                          As Adopted September 23, 1992\n                         and Amended Through May 3, 2001\n\n               1. PURPOSE. The purpose of the Plan is to provide incentives to\nattract, retain and motivate eligible persons whose present and potential\ncontributions are important to the success of the Company, its Parent,\nSubsidiaries and Affiliates, by offering them an opportunity to participate in\nthe Company's future performance through awards of Options, Restricted Stock and\nStock Bonuses. Capitalized terms not defined in the text are defined in Section\n24.\n\n               2. SHARES SUBJECT TO THE PLAN.\n\n                      2.1 Number of Shares Available. Subject to Sections 2.2\nand 18, the total number of Shares reserved and available for grant and issuance\npursuant to the Plan shall be 19,780,000 Shares. Any Shares issuable upon\nexercise of options granted pursuant to the Authorware 1988 Stock Option Plan,\nthe Macromind, Inc. 1989 Incentive Stock Option Plan and 1989 Nonstatutory Stock\nOption Plan, and the Paracomp, Inc. 1989 Stock Option Plan (the \"Prior Plans\")\nthat expire or become unexercisable for any reason without having been exercised\nin full, shall no longer be available for distribution under the Prior Plans,\nbut shall be available for distribution under this Plan. Subject to Sections 2.2\nand 18, Shares shall again be available for grant and issuance in connection\nwith future Awards under the Plan that: (a) are subject to issuance upon\nexercise of an Option but cease to be subject to such Option for any reason\nother than exercise of such Option, (b) are subject to an Award granted\nhereunder but are forfeited or are repurchased by the Company at the original\nissue price, or (c) are subject to an Award that otherwise terminates without\nShares being issued.\n\n                      2.2 Adjustment of Shares. In the event that the number of\noutstanding Shares is changed by a stock dividend, recapitalization, stock\nsplit, reverse stock split, subdivision, combination, reclassification or\nsimilar change in the capital structure of the Company without consideration,\nthen (a) the number of Shares reserved for issuance under the Plan, (b) the\nExercise Prices of and number of Shares subject to outstanding Options, and (c)\nthe number of Shares subject to other outstanding Awards shall be\nproportionately adjusted, subject to any required action by the Board or the\nstockholders of the Company and compliance with applicable securities laws;\nprovided, however, that fractions of a Share shall not be issued but shall\neither be paid in cash at Fair Market Value or shall be rounded up to the\nnearest Share, as determined by the Committee; and provided, further, that the\nExercise Price of any Option may not be decreased to below the par value of the\nShares.\n\n               3. ELIGIBILITY. ISOs (as defined in Section 5 below) may be\ngranted only to employees (including officers and directors who are also\nemployees) of the Company or of a Parent or Subsidiary of the Company. All other\nAwards may be granted to employees,\n\n\n   2\n\nofficers, directors, consultants, independent contractors and advisers of the\nCompany or any Parent, Subsidiary or Affiliate of the Company; provided such\nconsultants, contractors and advisers (a) are natural persons; (b) render bona\nfide services to the Company; and (c) the services are not in connection with\nthe offer and sale of securities in a capital-raising transaction and do not\ndirectly or indirectly promote or maintain a market for the Company's\nsecurities. No \"Named Executive Officer\" (as that term is defined in Item\n402(a)(3) of Regulation S-K promulgated under the Exchange Act) shall be\neligible to receive more than 1,800,000 Shares at any time during the term of\nthis Plan pursuant to the grant of Awards hereunder. A person may be granted\nmore than one Award under the Plan.\n\n               4. ADMINISTRATION.\n\n                      4.1 Committee Authority. The Plan shall be administered by\nthe Committee or the Board acting as the Committee. Subject to the general\npurposes, terms and conditions of the Plan, and to the direction of the Board,\nthe Committee shall have full power to implement and carry out the Plan. The\nCommittee shall have the authority to:\n\n                (a)     construe and interpret the Plan, any Award Agreement and\n                        any other agreement or document executed pursuant to the\n                        Plan;\n\n                (b)     prescribe, amend and rescind rules and regulations\n                        relating to the Plan;\n\n                (c)     select persons to receive Awards;\n\n                (d)     determine the form and terms of Awards;\n\n                (e)     determine the number of Shares or other consideration\n                        subject to Awards;\n\n                (f)     determine whether Awards will be granted singly, in\n                        combination, in tandem, in replacement of, or as\n                        alternatives to, other Awards under the Plan or any\n                        other incentive or compensation plan of the Company or\n                        any Parent, Subsidiary or Affiliate of the Company;\n\n                (g)     grant waivers of Plan or Award conditions;\n\n                (h)     determine the vesting, exercisability and payment of\n                        Awards;\n\n                (i)     correct any defect, supply any omission, or reconcile\n                        any inconsistency in the Plan, any Award or any Award\n                        Agreement;\n\n                (j)     determine whether an Award has been earned; and\n\n                (k)     make all other determinations necessary or advisable for\n                        the administration of the Plan.\n\n\n                                      B-2\n   3\n\n                      4.2 Committee Discretion. Any determination made by the\nCommittee with respect to any Award shall be made in its sole discretion at the\ntime of grant of the Award or, unless in contravention of any express term of\nthe Plan or Award, at any later time, and such determination shall be final and\nbinding on the Company and all persons having an interest in any Award under the\nPlan. The Committee may delegate to one or more officers of the Company the\nauthority to grant an Award under the Plan to Participants who are not Insiders\nof the Company.\n\n                      4.3 Compliance With Code Section 162(m). If two or more\nmembers of the Board are Outside Directors, the Committee shall be comprised of\nat least two members of the Board, all of whom are Outside Directors.\n\n               5. OPTIONS. The Committee may grant Options to eligible persons\nand shall determine whether such Options shall be Incentive Stock Options within\nthe meaning of the Code (\"ISOs\") or Nonqualified Stock Options (\"NQSOs\"), the\nnumber of Shares subject to the Option, the Exercise Price of the Option, the\nperiod during which the Option may be exercised, and all other terms and\nconditions of the Option, including, in the case of a NQSO and subject to the\nlimits in Section 11 on such transfers, whether the Option or an interest\ntherein may be transferred during the Participant's lifetime, all subject to the\nfollowing:\n\n                      5.1 Form of Option Grant. Each Option granted under the\nPlan shall be evidenced by an Award Agreement which shall expressly identify the\nOption as an ISO or NQSO (\"Stock Option Agreement\"), and be in such form and\ncontain such provisions (which need not be the same for each Participant) as the\nCommittee shall from time to time approve, and which shall comply with and be\nsubject to the terms and conditions of the Plan.\n\n                      5.2 Date of Grant. The date of grant of an Option shall be\nthe date on which the Committee makes the determination to grant such Option,\nunless otherwise specified by the Committee. The Stock Option Agreement and a\ncopy of the Plan will be delivered to the Participant within a reasonable time\nafter the granting of the Option.\n\n                      5.3 Exercise Period. Options shall be exercisable within\nthe times or upon the events determined by the Committee as set forth in the\nStock Option Agreement; provided, however, that no Option shall be exercisable\nafter the expiration of one hundred twenty (120) months from the date the Option\nis granted, and provided further that no Option granted to a person who directly\nor by attribution owns more than ten percent (10%) of the total combined voting\npower of all classes of stock of the Company or any Parent or Subsidiary of the\nCompany (\"Ten Percent Stockholder\") shall be exercisable after the expiration of\nfive (5) years from the date the Option is granted. The Committee also may\nprovide for the exercise of Options to become exercisable at one time or from\ntime to time, periodically or otherwise, in such number or percentage as the\nCommittee determines.\n\n                      5.4 Exercise Price. The Exercise Price shall be determined\nby the Committee when the Option is granted and may be not less than 100% of the\nFair Market Value of the Shares on the date of grant; provided that the Exercise\nPrice of any Option\n\n\n                                      B-3\n   4\n\ngranted to a Ten Percent Stockholder shall not be less than 110% of the Fair\nMarket Value of the Shares on the date of grant. Payment for the Shares\npurchased may be made in accordance with Section 8 of the Plan.\n\n                      5.5 Method of Exercise. Options may be exercised only by\ndelivery by the Holder to the Company of a written stock option exercise\nagreement (the \"Exercise Agreement\") in a form approved by the Committee (which\nneed not be the same for each Holder), stating the number of Shares being\npurchased, the restrictions imposed on the Shares, if any, and such\nrepresentations and agreements regarding Holder's investment intent and access\nto information, if any, as may be required or desirable by the Company to comply\nwith applicable securities laws, together with payment in full of the Exercise\nPrice for the number of Shares being purchased.\n\n                      5.6 Termination. Notwithstanding the exercise periods set\nforth in the Stock Option Agreement, exercise of an Option shall always be\nsubject to the following:\n\n                (a)     If the Participant is Terminated for any reason except\n                        death or Disability, then Holder may exercise such\n                        Holder's Options only to the extent that such Options\n                        would have been exercisable upon the Termination Date no\n                        later than ninety (90) days after the Termination Date\n                        (or such shorter time period as may be specified in the\n                        Stock Option Agreement or such longer time period, not\n                        exceeding five (5) years, after the Termination Date as\n                        may be determined by the Committee and specified in the\n                        Stock Option Agreement, with any exercise beyond three\n                        (3) months after the Termination Date deemed to be an\n                        NQSO), but in any event, no later than the expiration\n                        date of the Options.\n\n                (b)     If the Participant is terminated because of death or\n                        Disability (or the participant dies within three months\n                        of such termination), then Participant's Options may be\n                        exercised only to the extent that such Options would\n                        have been exercisable by Participant on the Termination\n                        Date and must be exercised by the Holder no later than\n                        twelve (12) months after the Termination Date (or such\n                        shorter time period as may be specified in the Stock\n                        Option Agreement or such longer time period, not\n                        exceeding five (5) years, after the Termination Date as\n                        may be determined by the Committee and specified in the\n                        Stock Option Agreement (with any exercise beyond (i)\n                        three (3) months after the Termination Date when the\n                        Termination is for any reason other than the\n                        Participant's death or disability, within the meaning of\n                        Section 22(e)(3) of the Code, or (ii) twelve (12) months\n                        after the Termination Date when the Termination is for\n                        Participant's death or disability, within the meaning of\n                        Section 22(e)(3) of the Code, deemed to be an NQSO), but\n                        in any event no later than the expiration date of the\n                        Options.\n\n\n                                      B-4\n   5\n\n                      5.7 Limitations on Exercise. The Committee may specify a\nreasonable minimum number of Shares that may be purchased on any exercise of an\nOption, provided that such minimum number will not prevent Holder from\nexercising the Option for the full number of Shares for which it is then\nexercisable.\n\n                      5.8 Limitations on ISOs. The aggregate Fair Market Value\n(determined as of the date of grant) of Shares with respect to which ISOs are\nexercisable for the first time by a Participant during any calendar year (under\nthe Plan or under any other incentive stock option plan of the Company or any\nAffiliate, Parent or Subsidiary of the Company) shall not exceed $100,000. If\nthe Fair Market Value of Shares on the date of grant with respect to which ISOs\nare exercisable for the first time by a Participant during any calendar year\nexceeds $100,000, the Options for the first $100,000 worth of Shares to become\nexercisable in such calendar year shall be ISOs and the Options for the amount\nin excess of $100,000 that become exercisable in that calendar year shall be\nNQSOs. In the event that the Code or the regulations promulgated thereunder are\namended after the Effective Date of the Plan to provide for a different limit on\nthe Fair Market Value of Shares permitted to be subject to ISOs, such different\nlimit shall be automatically incorporated herein and shall apply to any Options\ngranted after the effective date of such amendment.\n\n                      5.9 Modification, Extension or Renewal. The Committee may\nmodify, extend or renew outstanding Options and authorize the grant of new\nOptions in substitution therefor, provided that any such action may not, without\nthe written consent of Participant, impair any of Participant's rights under any\nOption previously granted. Any outstanding ISO that is modified, extended,\nrenewed or otherwise altered shall be treated in accordance with Section 424(h)\nof the Code. The Committee may reduce the Exercise Price of outstanding Options\nwithout the consent of Participants affected by a written notice to them;\nprovided, however, that the Exercise Price may not be reduced below the minimum\nExercise Price that would be permitted under Section 5.4 of the Plan for Options\ngranted on the date the action is taken to reduce the Exercise Price; provided,\nfurther, that the Exercise Price shall not be reduced below the par value of the\nShares, if any.\n\n                      5.10 No Disqualification. Notwithstanding any other\nprovision in the Plan, no term of the Plan relating to ISOs shall be\ninterpreted, amended or altered, nor shall any discretion or authority granted\nunder the Plan be exercised, so as to disqualify the Plan under Section 422 of\nthe Code or, without the consent of the Participant affected, to disqualify any\nISO under Section 422 of the Code.\n\n               6. RESTRICTED STOCK. A Restricted Stock Award is an offer by the\nCompany to sell to an eligible person Shares that are subject to restrictions.\nThe Committee shall determine to whom an offer will be made, the number of\nShares the person may purchase, the price to be paid (the \"Purchase Price\"), the\nrestrictions to which the Shares shall be subject, and all other terms and\nconditions of the Restricted Stock Award, subject to the following:\n\n\n                                      B-5\n   6\n\n                      6.1 Form of Restricted Stock Award. All purchases under a\nRestricted Stock Award made pursuant to the Plan shall be evidenced by an Award\nAgreement (\"Restricted Stock Purchase Agreement\") that shall be in such form\n(which need not be the same for each Participant) as the Committee shall from\ntime to time approve, and shall comply with and be subject to the terms and\nconditions of the Plan. The offer of Restricted Stock shall be accepted by the\nHolder's execution and delivery of the Restricted Stock Purchase Agreement and\nfull payment for the Shares to the Company within thirty (30) days from the date\nthe Restricted Stock Purchase Agreement is delivered to the person. If such\nperson does not execute and deliver the Restricted Stock Purchase Agreement\nalong with full payment for the Shares to the Company within thirty (30) days,\nthen the offer shall terminate, unless otherwise determined by the Committee.\n\n                      6.2 Purchase Price. The Purchase Price of Shares sold\npursuant to a Restricted Stock Award shall be determined by the Committee and\nshall be at least 85% of the Fair Market Value of the Shares when the Restricted\nStock Award is granted, except in the case of a sale to a Ten Percent\nStockholder, in which case the Purchase Price shall be 100% of the Fair Market\nValue. Payment of the Purchase Price may be made in accordance with Section 8 of\nthe Plan.\n\n                      6.3 Restrictions. Restricted Stock Awards shall be subject\nto such restrictions as the Committee may impose. The Committee may provide for\nthe lapse of such restrictions in installments and may accelerate or waive such\nrestrictions, in whole or part, based on length of service, performance or such\nother factors or criteria as the Committee may determine.\n\n               7. STOCK BONUSES.\n\n                      7.1 Awards of Stock Bonuses. A Stock Bonus is an award of\nShares (which may consist of Restricted Stock) for services rendered to the\nCompany or any Parent, Subsidiary or Affiliate of the Company. A Stock Bonus may\nbe awarded for past services already rendered to the Company, or any Parent,\nSubsidiary or Affiliate of the Company pursuant to an Award Agreement (the\n\"Stock Bonus Agreement\") that shall be in such form (which need not be the same\nfor each Participant) as the Committee shall from time to time approve, and\nshall comply with and be subject to the terms and conditions of the Plan. A\nStock Bonus may be awarded upon satisfaction of such performance goals as are\nset out in advance in Participant's individual Award Agreement (the \"Performance\nStock Bonus Agreement\") that shall be in such form (which need not be the same\nfor each Participant) as the Committee shall from time to time approve, and\nshall comply with and be subject to the terms and conditions of the Plan. Stock\nBonuses may vary from Participant to Participant and between groups of\nParticipants, and may be based upon the achievement of the Company, Parent,\nSubsidiary or Affiliate and\/or individual performance factors or upon such other\ncriteria as the Committee may determine.\n\n                      7.2 Terms of Stock Bonuses. The Committee shall determine\nto whom a Stock Bonus shall be granted, the number of Shares to be awarded to\nthe Participant, whether such Shares shall be Restricted Stock and all other\nterms and conditions of the Stock Bonus. If the Stock Bonus is being earned upon\nthe satisfaction of performance goals pursuant to a Performance Stock Bonus\nAgreement, then the Committee\n\n\n                                      B-6\n   7\n\nshall determine: (a) the nature, length and starting date of any period during\nwhich performance is to be measured (the \"Performance Period\") for each Stock\nBonus; (b) the performance goals and criteria to be used to measure the\nperformance, if any; (c) the number of Shares that may be awarded to the\nParticipant; and (d) the extent to which such Stock Bonuses have been earned.\nPerformance Periods may overlap and Participants may participate simultaneously\nwith respect to Stock Bonuses that are subject to different Performance Periods\nand different performance goals and other criteria. The number of Shares may be\nfixed or may vary in accordance with such performance goals and criteria as may\nbe determined by the Committee. The Committee may adjust the performance goals\napplicable to the Stock Bonuses to take into account changes in law and\naccounting or tax rules and to make such adjustments as the Committee deems\nnecessary or appropriate to reflect the impact of extraordinary or unusual\nitems, events or circumstances to avoid windfalls or hardships.\n\n                      7.3 Form of Payment. The earned portion of a Stock Bonus\nmay be paid currently or on a deferred basis with such interest or dividend\nequivalent, if any, as the Committee may determine. Payment may be made in the\nform of cash, whole Shares, including Restricted Stock, or a combination\nthereof, either in a lump sum payment or in installments, all as the Committee\nshall determine.\n\n                      7.4 Termination During Performance Period. If a\nParticipant is Terminated during a Performance Period for any reason, then such\nHolder shall be entitled to payment (whether in Shares, cash or otherwise) with\nrespect to the Stock Bonus only to the extent earned as of the date of\nTermination in accordance with the Performance Stock Bonus Agreement, unless the\nCommittee shall determine otherwise.\n\n               8. PAYMENT FOR SHARE PURCHASES.\n\n                      8.1 Payment. Payment for Shares purchased pursuant to the\nPlan may be made in cash (by check) or, where expressly approved for the\nParticipant by the Committee and where permitted by law:\n\n                (a)     in the case of exercise by the Participant,\n                        Participant's guardian or legal representative or the\n                        authorized legal representative of Participant's heirs\n                        or legatees after Participant's death, by cancellation\n                        of indebtedness of the Company to the Participant;\n\n                (b)     by surrender of Shares that either: (1) have been owned\n                        by Holder for more than six (6) months and have been\n                        paid for within the meaning of SEC Rule 144 (and, if\n                        such shares were purchased from the Company by use of a\n                        promissory note, such note has been fully paid with\n                        respect to such Shares); or (2) were obtained by Holder\n                        in the public market;\n\n                (c)     by tender of a full recourse promissory note having such\n                        terms as may be approved by the Committee and bearing\n                        interest at a rate sufficient to avoid imputation of\n                        income under Sections 483 and 1274 of the Code;\n                        provided, however, that Holders who are not employees of\n                        the\n\n\n                                      B-7\n   8\n\n                        Company shall not be entitled to purchase Shares with a\n                        promissory note unless the note is adequately secured by\n                        collateral other than the Shares; provided, further,\n                        that the portion of the Purchase Price equal to the par\n                        value of the Shares, if any, must be paid in cash;\n\n                (d)     in the case of exercise by the Participant,\n                        Participant's guardian or legal representative or the\n                        authorized legal representative of Participant's heirs\n                        or legatees after Participant's death, by waiver of\n                        compensation due or accrued to Participant for services\n                        rendered;\n\n                (e)     by tender of property;\n\n                (f)     with respect only to purchases upon exercise of an\n                        Option, and provided that a public market for the\n                        Company's stock exists:\n\n                        (1)     through a \"same day sale\" commitment from Holder\n                                and a broker-dealer that is a member of the\n                                National Association of Securities Dealers (an\n                                \"NASD Dealer\") whereby Holder irrevocably elects\n                                to exercise the Option and to sell a portion of\n                                the Shares so purchased to pay for the Exercise\n                                Price, and whereby the NASD Dealer irrevocably\n                                commits upon receipt of such Shares to forward\n                                the Exercise Price directly to the Company; or\n\n                        (2)     through a \"margin\" commitment from Holder and an\n                                NASD Dealer whereby Holder irrevocably elects to\n                                exercise the Option and to pledge the Shares so\n                                purchased to the NASD Dealer in a margin account\n                                as security for a loan from the NASD Dealer in\n                                the amount of the Exercise Price, and whereby\n                                the NASD Dealer irrevocably commits upon receipt\n                                of such Shares to forward the exercise price\n                                directly to the Company; or\n\n                (g)     by any combination of the foregoing.\n\n                      8.2 Loan Guarantees. The Committee may help the\nParticipant pay for Shares purchased under the Plan by authorizing a guarantee\nby the Company of a third-party loan to the Participant.\n\n               9. WITHHOLDING TAXES.\n\n                      9.1 Withholding Generally. Whenever Shares are to be\nissued in satisfaction of Awards granted under the Plan, the Company may require\nthe Holder to remit to the Company an amount sufficient to satisfy federal,\nstate and local withholding tax requirements prior to the delivery of any\ncertificate or certificates for such Shares. Whenever, under the Plan, payments\nin satisfaction of Awards are to be made in cash, such payment shall be net of\nan amount sufficient to satisfy federal, state, and local withholding tax\nrequirements.\n\n\n                                      B-8\n   9\n\n                      9.2 Stock Withholding. When, under applicable tax laws, a\nParticipant incurs tax liability in connection with the exercise or vesting of\nany Award that is subject to tax withholding and the Participant is obligated to\npay the Company the amount required to be withheld, the Committee may in its\nsole discretion allow the Participant to satisfy the minimum withholding tax\nobligation by electing to have the Company withhold from the Shares to be issued\nthat number of Shares having a Fair Market Value equal to the minimum amount\nrequired to be withheld, determined on the date that the amount of tax to be\nwithheld is to be determined. All elections by a Participant to have Shares\nwithheld for this purpose will be made in accordance with the requirements\nestablished by the Committee and be in writing in a form acceptable to the\nCommittee.\n\n               10. PRIVILEGES OF STOCK OWNERSHIP.\n\n                      10.1 Voting and Dividends. No Holder shall have any of the\nrights of a stockholder with respect to any Shares until the Shares are issued\nto the Holder. After Shares are issued to the Holder, the Holder shall be a\nstockholder and have all the rights of a stockholder with respect to such\nShares, including the right to vote and receive all dividends or other\ndistributions made or paid with respect to such Shares; provided, that if such\nShares are Restricted Stock, then any new, additional or different securities\nthe Holder may become entitled to receive with respect to such Shares by virtue\nof a stock dividend, stock split or any other change in the corporate or capital\nstructure of the Company shall be subject to the same restrictions as the\nRestricted Stock; provided, further, that the Holder shall have no right to\nretain such dividends or distributions with respect to Shares that are\nrepurchased at the Participant's original Purchase Price pursuant to Section 12.\n\n                      10.2 Financial Statements. The Company shall provide\nfinancial statements to each Holder prior to such Holder 's purchase of Shares\nunder the Plan, and to each Holder annually during the period such Holder has\nOptions outstanding; provided, however, the Company shall not be required to\nprovide such financial statements to Holders who are also Participants and whose\nservices in connection with the Company assure them access to equivalent\ninformation.\n\n               11. TRANSFERABILITY. Except as otherwise provided in this Section\n11, no Award and no interest therein may be sold, pledged, assigned,\nhypothecated, transferred or disposed of in any manner other than by will and by\nthe laws of descent and distribution and no Award may be made subject to\nexecution, attachment or similar process:\n\n                      (a) All Awards other the NQSO's. All Awards other than\nNQSO's shall be exercisable: (i) during the Participant's lifetime, only by (A)\nthe Participant, or (B) the Participant's guardian or legal representative; and\n(ii) after Participant's death, by the legal representative of the Participant's\nheirs or legatees; and\n\n                      (b) NQSOs. Unless otherwise restricted by the Committee,\nan NQSO Option shall be exercisable: (i) during the Participant's lifetime only\nby (A) the Participant, (B) the Participant's guardian or legal representative,\n(C) a Family Member of the Participant\n\n\n                                      B-9\n   10\n\nwho has acquired the Option by Permitted Transfer; and (ii) after Participant's\ndeath, by the legal representative of the Participant's heirs or legatees.\n\n               12. RESTRICTIONS ON SHARES. At the discretion of the Committee,\nthe Company may reserve to itself and\/or its assignee(s) in the Award Agreement\n(a) a right of first refusal to purchase all Shares that a Holder may propose to\ntransfer to a third party, and\/or (b) a right to repurchase a portion of or all\nShares held by a Holder following the related Participant's Termination at any\ntime within ninety (90) days after the later of Participant's Termination Date\nand the date Participant purchases Shares under the Plan, for cash or\ncancellation of purchase money indebtedness, at: (A) with respect to Shares that\nare \"Vested\" (as defined in the Award Agreement), the higher of: (l) the\noriginal Purchase Price under the Award, or (2) the Fair Market Value of such\nShares on Participant's Termination Date, provided, such right of repurchase\nterminates when the Company's securities become publicly traded; or (B) with\nrespect to Shares that are not \"Vested\" (as defined in the Award Agreement), at\nthe original Purchase Price under the Award, provided, that the right to\nrepurchase at the original Purchase Price lapses at the rate of at least 20% per\nyear over 5 years from the date the Shares were purchased, and if the right to\nrepurchase is assignable, the assignee must pay the Company, upon assignment of\nthe right to repurchase, cash equal to the excess of the Fair Market Value of\nthe Shares over the original Purchase Price.\n\n               13. CERTIFICATES. All certificates for Shares or other securities\ndelivered under the Plan shall be subject to such stock transfer orders, legends\nand other restrictions as the Committee may deem necessary or advisable,\nincluding restrictions under any applicable federal, state or foreign securities\nlaw, or any rules, regulations and other requirements of the SEC or any stock\nexchange or automated quotation system upon which the Shares may be listed.\n\n               14. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a\nHolder's Shares, the Committee may require the Holder to deposit all\ncertificates, together with stock powers or other instruments of transfer\napproved by the Committee, appropriately endorsed in blank, with the Company or\nan agent designated by the Company to hold in escrow until such restrictions\nhave lapsed or terminated, and the Committee may cause a legend or legends\nreferencing such restrictions to be placed on the certificates. Any Participant\nwho is permitted to execute a promissory note as partial or full consideration\nfor the purchase of Shares under the Plan shall be required to pledge and\ndeposit with the Company all or part of the Shares so purchased as collateral to\nsecure the payment of Participant's obligation to the Company under the\npromissory note; provided, however, that the Committee may require or accept\nother or additional forms of collateral to secure the payment of such obligation\nand, in any event, the Company shall have full recourse against the Participant\nunder the promissory note notwithstanding any pledge of the Participant's Shares\nor other collateral. In connection with any pledge of the Shares, Participant\nshall be required to execute and deliver a written pledge agreement in such form\nas the Committee shall from time to time approve. The Shares purchased with the\npromissory note may be released from the pledge on a pro-rata basis as the\npromissory note is paid.\n\n               15. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time\nor from time to time, authorize the Company, with the consent of the respective\nHolders, to\n\n\n                                      B-10\n   11\n\nissue new Awards in exchange for the surrender and cancellation of any or all\noutstanding Awards. The Committee may at any time buy from a Participant an\nAward previously granted with payment in cash, Shares (including Restricted\nStock) or other consideration, based on such terms and conditions as the\nCommittee and the Holder shall agree.\n\n               16. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award\nshall not be effective unless such Award is in compliance with all applicable\nfederal and state securities laws, rules and regulations of any governmental\nbody, and the requirements of any stock exchange or automated quotation system\nupon which the Shares may then be listed, as they are in effect on the date of\ngrant of the Award and also on the date of exercise or other issuance.\nNotwithstanding any other provision in the Plan, the Company shall have no\nobligation to issue or deliver certificates for Shares under the Plan prior to\n(a) obtaining any approvals from governmental agencies that the Company\ndetermines are necessary or advisable, and\/or (b) completion of any registration\nor other qualification of such shares under any state or federal law or ruling\nof any governmental body that the Company determines to be necessary or\nadvisable. The Company shall be under no obligation to register the Shares with\nthe SEC or to effect compliance with the registration, qualification or listing\nrequirements of any state securities laws, stock exchange or automated quotation\nsystem, and the Company shall have no liability for any inability or failure to\ndo so.\n\n               17. NO OBLIGATION TO EMPLOY. Nothing in the Plan or any Award\ngranted under the Plan shall confer or be deemed to confer on any Participant\nany right to continue in the employ of, or other relationship with, the Company\nor any Parent, Subsidiary or Affiliate of the Company or limit in any way the\nright of the Company or any Parent, Subsidiary or Affiliate of the Company to\nterminate Participant's employment or other relationship at any time, with or\nwithout cause.\n\n               18. CORPORATE TRANSACTIONS.\n\n                      18.1 Assumption or Replacement of Awards by Successor. In\nthe event of (a) a merger or consolidation in which the Company is not the\nsurviving corporation (other than a merger or consolidation with a wholly-owned\nsubsidiary, a reincorporation of the Company in a different jurisdiction, or\nother transaction in which there is no substantial change in the stockholders of\nthe Company and the Awards granted under the Plan are assumed or replaced by the\nsuccessor corporation, which assumption shall be binding on all Holders), (b) a\ndissolution or liquidation of the Company, (c) the sale of substantially all of\nthe assets of the Company, or (d) any other transaction which qualifies as a\n\"corporate transaction\" under Section 424(a) of the Code wherein the\nstockholders of the Company give up all of their equity interest in the Company\n(except for the acquisition, sale or transfer of all or substantially all of the\noutstanding shares of the Company), any or all outstanding Awards may be assumed\nor replaced by the successor corporation, which assumption or replacement shall\nbe binding on all Holders. In the alternative, the successor corporation may\nsubstitute equivalent Awards or provide substantially similar consideration to\nHolders as was provided to stockholders (after taking into account the existing\nprovisions of the Awards). The successor corporation may also issue, in place of\noutstanding Shares of the Company held by the Holder, substantially\n\n\n                                      B-11\n   12\n\nsimilar shares or other property subject repurchase restrictions no less\nfavorable to the Holder.\n\n                      18.2 Expiration of Options. In the event such successor\ncorporation, if any, refuses to assume or substitute the Options, as provided\nabove, pursuant to a transaction described in Subsection 18.1(a) above, such\nOptions shall expire on such transaction at such time and on such conditions as\nthe Board shall determine. In the event such successor corporation, if any,\nrefuses to assume or substitute the Options as provided above, pursuant to a\ntransaction described in Subsections 18.1(b), (c) or (d) above, or there is no\nsuccessor corporation, and if the Company ceases to exist as a separate\ncorporate entity, then, notwithstanding any contrary terms in the Award\nAgreement, the Options shall expire on a date at least twenty (20) days after\nthe Board gives written notice to Holders specifying the terms and conditions of\nsuch termination.\n\n                      18.3 Other Treatment of Awards. Subject to any greater\nrights granted to Holders under the foregoing provisions of this Section 18, in\nthe event of the occurrence of any transaction described in Section 18.1, any\noutstanding Awards shall be treated as provided in the applicable agreement or\nplan of merger, consolidation, dissolution, liquidation, sale of assets or other\n\"corporate transaction.\"\n\n                      18.4 Assumption of Awards by the Company. The Company,\nfrom time to time, also may substitute or assume outstanding awards granted by\nanother company, whether in connection with an acquisition of such other company\nor otherwise, by either (a) granting an Award under the Plan in substitution of\nsuch other company's award, or (b) assuming such award as if it had been granted\nunder the Plan if the terms of such assumed award could be applied to an Award\ngranted under the Plan. Such substitution or assumption shall be permissible if\nthe holder of the substituted or assumed award would have been eligible to be\ngranted an Award under the Plan if the other company had applied the rules of\nthe Plan to such grant. In the event the Company assumes an award granted by\nanother company, the terms and conditions of such award shall remain unchanged\n(except that the exercise price and the number and nature of Shares issuable\nupon exercise of any such option will be adjusted appropriately pursuant to\nSection 424(a) of the Code). In the event the Company elects to grant a new\nOption rather than assuming an existing option, such new Option may be granted\nwith a similarly adjusted Exercise Price.\n\n               19. ADOPTION AND STOCKHOLDER APPROVAL. The Plan shall become\neffective on the date that it is adopted by the Board (the \"Effective Date\").\nThe Plan shall be approved by the stockholders of the Company (excluding Shares\nissued pursuant to this Plan), consistent with applicable laws, within twelve\nmonths before or after the Effective Date. Upon the Effective Date, the Board\nmay grant Awards pursuant to the Plan; provided, however, that: (a) no Option\nmay be exercised prior to initial stockholder approval of the Plan; (b) no\nOption granted pursuant to an increase in the number of Shares approved by the\nBoard shall be exercised prior to the time such increase has been approved by\nthe stockholders of the Company; and (c) in the event that stockholder approval\nis not obtained within the time period provided herein, all Awards granted\nhereunder shall be canceled, any Shares issued pursuant to any Award shall be\ncanceled and any purchase of Shares hereunder shall be rescinded.\n\n\n                                      B-12\n   13\n\n               20. TERM OF PLAN. The Plan will terminate ten (10) years from the\nEffective Date or, if earlier, the date of stockholder approval.\n\n               21. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time\nterminate or amend the Plan in any respect, including without limitation\namendment of any form of Award Agreement or instrument to be executed pursuant\nto the Plan; provided, however, that the Board shall not, without the approval\nof the stockholders of the Company, amend the Plan in any manner that requires\nsuch stockholder approval pursuant to the Code or the regulations promulgated\nthereunder as such provisions apply to ISO plans.\n\n               22. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan\nby the Board, the submission of the Plan to the stockholders of the Company for\napproval, nor any provision of the Plan shall be construed as creating any\nlimitations on the power of the Board to adopt such additional compensation\narrangements as it may deem desirable, including, without limitation, the\ngranting of stock options and bonuses otherwise than under the Plan, and such\narrangements may be either generally applicable or applicable only in specific\ncases.\n\n               23. GOVERNING LAW. The Plan and all agreements, documents and\ninstruments entered into pursuant to the Plan shall be governed by and construed\nin accordance with the internal laws of the State of California, excluding that\nbody of law pertaining to conflict of laws.\n\n               24. DEFINITIONS. As used in the Plan, the following terms shall\nhave the following meanings:\n\n                      \"Affiliate\" means any corporation that directly, or\nindirectly through one or more intermediaries, controls or is controlled by, or\nis under common control with, another corporation, where \"control\" (including\nthe terms \"controlled by\" and \"under common control with\") means the possession,\ndirect or indirect, of the power to cause the direction of the management and\npolicies of the corporation, whether through the ownership of voting securities,\nby contract or otherwise.\n\n                      \"Award\" means any award under the Plan, including any\nOption, Restricted Stock or Stock Bonus.\n\n                      \"Award Agreement\" means, with respect to each Award, the\nsigned written agreement between the Company and the Participant setting forth\nthe terms and conditions of the Award.\n\n                      \"Board\" means the Board of Directors of the Company.\n\n                      \"Code\" means the Internal Revenue Code of 1986, as\namended.\n\n                      \"Committee\" means the committee appointed by the Board to\nadminister the Plan, or if no committee is appointed, the Board.\n\n\n                                      B-13\n   14\n\n                      \"Company\" means Macromedia, Inc., a corporation organized\nunder the laws of the State of Delaware, or any successor corporation.\n\n                      \"Disability\" means a disability, whether temporary or\npermanent, partial or total, within the meaning of Section 22(e)(3) of the Code,\nas determined by the Committee.\n\n                      \"Exchange Act\" means the Securities Exchange Act of 1934,\nas amended.\n\n                      \"Exercise Price\" means the price at which a holder of an\nOption may purchase the Shares issuable upon exercise of the Option.\n\n                      \"Fair Market Value\" means, as of any date, the value of a\nshare of the Company's Common Stock determined as follows:\n\n                (a)     if such Common Stock is then quoted on the NASDAQ\n                        National Market System, its last reported sale price on\n                        the NASDAQ National Market System or, if no such\n                        reported sale takes place on such date, the average of\n                        the closing bid and asked prices;\n\n                (b)     if such Common Stock is publicly traded and is then\n                        listed on a national securities exchange, the last\n                        reported sale price or, if no such reported sale takes\n                        place on such date, the average of the closing bid and\n                        asked prices on the principal national securities\n                        exchange on which the Common Stock is listed or admitted\n                        to trading;\n\n                (c)     if such Common Stock is publicly traded but is not\n                        quoted on the NASDAQ National Market System nor listed\n                        or admitted to trading on a national securities\n                        exchange, the average of the closing bid and asked\n                        prices on such date, as reported by The Wall Street\n                        Journal, for the over-the-counter market; or\n\n                (d)     if none of the foregoing is applicable, by the Board of\n                        Directors of the Company in good faith.\n\n               \"Family Member\" includes any of the following:\n\n                      (a) child, stepchild, grandchild, parent, stepparent,\ngrandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,\nfather-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of\nthe Participant, including any such person with such relationship to the\nParticipant by adoption;\n\n                      (b) any person (other than a tenant or employee) sharing\nthe Participant's household;\n\n\n                                      B-14\n   15\n\n                      (c) a trust in which the persons in (a) and (b) have more\nthan fifty percent of the beneficial interest;\n\n                      (d) a foundation in which the persons in (a) and (b) or\nthe Participant control the management of assets; or\n\n                      (e) any other entity in which the persons in (a) and (b)\nor the Participant own more than fifty percent of the voting interest.\n\n                      \"Holder\" means the following person to the extent such\nperson has or controls an interest in an Award at the time in question: (a) the\nParticipant; (b) the Participant's guardian or legal representative; (c) a\nFamily Member who is a transferee of an Award from the Participant in a\nPermitted Transfer, and (d) the authorized legal representative of such person's\nheirs or legatees after such person's death.\n\n                      \"Insider\" means an officer or director of the Company or\nany other person whose transactions in the Company's Common Stock are subject to\nSection 16 of the Exchange Act.\n\n                      \"Option\" means an award of an option to purchase Shares\npursuant to Section 5.\n\n                      \"Outside Director\" shall mean any director who is not (i)\na current employee of the Company or any Parent, Subsidiary or Affiliate of the\nCompany, (ii) a former employee of the Company or any Parent, Subsidiary or\nAffiliate of the Company who is receiving compensation for prior services (other\nthan benefits under a tax-qualified pension plan), (iii) a current or former\nofficer of the Company or any Parent, Subsidiary or Affiliate of the Company or\n(iv) currently receiving compensation for personal services in any capacity,\nother than as a director, from the Company or any Parent, Subsidiary or\nAffiliate of the Company; provided, however, that at such time as the term\n\"Outside Director\", as used in Section 162(m) is defined in regulations\npromulgated under Section 162(m) of the Code, \"Outside Director\" shall have the\nmeaning set forth in such regulations, as amended from time to time and as\ninterpreted by the Internal Revenue Service.\n\n                      \"Parent\" means any corporation (other than the Company) in\nan unbroken chain of corporations ending with the Company, if at the time of the\ngranting of an Award under the Plan, each of such corporations other than the\nCompany owns stock possessing 50% or more of the total combined voting power of\nall classes of stock in one of the other corporations in such chain.\n\n                      \"Participant\" means a person who receives an Award under\nthe Plan.\n\n                      \"Permitted Transfer\" means, as authorized by this Plan and\nthe Committee in an NQSO Option, any transfer effected by the Participant during\nthe Participant's lifetime of an interest in such Option but only such transfers\nwhich are by gift or domestic relations order. A Permitted Transfer does not\ninclude any transfer for value and neither of the following are transfers for\nvalue: (a) a transfer of under a domestic\n\n\n                                      B-15\n   16\n\nrelations order in settlement of marital property rights or (b) a transfer to an\nentity in which more than fifty percent of the voting interests are owned by\nFamily Members or the Participant in exchange for an interest in that entity.\n\n                      \"Plan\" means this Macromedia, Inc. 1992 Equity Incentive\nPlan, as amended from time to time.\n\n                      \"Restricted Stock Award\" means an award of Shares pursuant\nto Section 6.\n\n                      \"SEC\" means the Securities and Exchange Commission.\n\n                      \"Securities Act\" means the Securities Act of 1933, as\namended.\n\n                      \"Shares\" means shares of the Company's Common Stock,\n$0.001 par value, reserved for issuance under the Plan, as adjusted pursuant to\nSections 2 and 15, and any successor security.\n\n                      \"Stock Bonus\" means an award of Shares, or cash in lieu of\nShares, pursuant to Section 7.\n\n                      \"Subsidiary\" means any corporation (other than the\nCompany) in an unbroken chain of corporations beginning with the Company if, at\nthe time of granting of the Award, each of the corporations other than the last\ncorporation in the unbroken chain owns stock possessing 50% or more of the total\ncombined voting power of all classes of stock in one of the other corporations\nin such chain.\n\n                      \"Termination\" or \"Terminated\" means, for purposes of the\nPlan with respect to a Participant, that the Participant has ceased to provide\nservices as an employee, director, consultant, independent contractor or\nadviser, to the Company or a Parent, Subsidiary or Affiliate of the Company,\nexcept in the case of sick leave, military leave, or any other leave of absence\napproved by the Committee, provided, that such leave is for a period of not more\nthan ninety (90) days, or reinstatement upon the expiration of such leave is\nguaranteed by contract or statute. The Committee shall have sole discretion to\ndetermine whether a Participant has ceased to provide services and the effective\ndate on which the Participant ceased to provide services (the \"Termination\nDate\").\n\n\n\n                                      B-16\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8105],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9546],"class_list":["post-38183","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-macromedia-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38183","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38183"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38183"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38183"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38183"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}