Sample Business Contracts


Confidential Executive Resignation Agreement and General Release of Claims - Adobe Systems Inc. and Robert A. Roblin


                CONFIDENTIAL EXECUTIVE RESIGNATION AGREEMENT
                         AND GENERAL RELEASE OF CLAIMS


   1.   Robert A. Roblin ("Executive") was employed by Adobe Systems 
Incorporated (the "Company") on or about June 28, 1996.  Executive has now 
decided to resign from his employment with the Company.  It is the Company's 
desire to provide Executive with certain benefits that he would not otherwise 
be entitled to receive upon his resignation and to resolve any claims that 
Executive has or may have against the Company.  Accordingly, Executive and 
the Company agree as set forth below.  This Agreement shall become effective 
on the eighth day after it is signed by Executive, but only if Executive has 
not previously revoked his acceptance of this Agreement.
  
   2.   Executive hereby resigns voluntarily from (a) his employment with the 
Company and any of its subsidiaries and (b) any positions that he holds as an 
officer of the Company and/or any of its subsidiaries (including, but not 
limited to, his position as an Executive Vice President, Marketing, of the 
Company), with all such resignations effective as of August 11, 1998 (the 
"Resignation Date").

   3.   The Company will provide Executive with the following payments and 
benefits when this Agreement becomes effective: 

      (a)   a lump sum severance payment of $660,000.00, less applicable 
withholding (provided that if such payment and/or any other benefits that 
Executive receives under this Agreement constitute an "excess parachute 
payment" with the meaning of Section 280G of the Internal Revenue Code, then 
such payment and/or benefits shall be reduced to the amount that has the 
maximum value to Executive without causing any such payment to be 
nondeductible by the Company under Section 280G); this severance payment will 
be made to Executive within five business days following the date on which 
this Agreement becomes effective; 

      (b)   Executive and his eligible dependents will receive continued 
group health insurance coverage in accordance with federal law (COBRA) at the 
Company's expense for the period starting on the Resignation Date and ending 
on the earlier of (i) October 12, 1999, or (ii) the date on which Executive 
first becomes eligible to obtain other group health insurance coverage 
through another employer; thereafter, Executive and his eligible dependents 
may elect to continue such coverage in accordance with COBRA at their own 
expense; 

      (c)   the Company hereby assigns to Executive all right, title and 
interest in and to that certain IBM Thinkpad 600 personal computer that was 
provided to Executive by Company, and the Company also assigns to Executive 
any Adobe software that is on such computer; by signing this Agreement, 
Executive agrees that his use of such software shall be solely in accordance 
with the terms of the Company's end user license agreements that apply to 
such software, which license agreements are hereby incorporated by reference 
into this Agreement; Executive shall allow the Company to remove all 
non-Adobe software from such computer before Executive takes possession of 
it; and


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<PAGE>
      (d)   the Company agrees to provide Executive with a mutually agreed 
upon letter of reference in the form attached hereto.

Executive will be (or has been) paid all wages and accrued, unused vacation 
that he earns through the Resignation Date, and he will receive all of his 
vested benefits under the Company's 401(k) and employee stock purchase plans 
in accordance with the terms of those plans.  Executive's rights with respect 
to any equity awards (such as stock options, performance share unit awards 
and restricted units in Adobe Incentive Partners, L.P.) shall be determined 
in accordance with the terms of the applicable equity award plans and/or 
agreements, which are not modified in any way by this Agreement.  Executive 
understands and acknowledges that he shall not be entitled to any payments or 
benefits (including, but not limited to, any bonus for the second half of the 
Company's 1998 fiscal year) from the Company other than those expressly set 
forth in this paragraph 3.  

   4.   Executive and his successors release the Company, its subsidiaries and 
their respective shareholders, investors, directors, officers, employees, 
agents, attorneys, insurers, legal successors and assigns of and from any and 
all claims, actions and causes of action, whether now known or unknown, which 
Executive now has, or at any other time had, or shall or may have against the 
released parties based upon or arising out of any matter, cause, fact, thing, 
act or omission whatsoever occurring or existing at any time up to and 
including the date on which this Agreement becomes effective, including, but 
not limited to, any claims of breach of contract, wrongful termination, 
retaliation, fraud, defamation, infliction of emotional distress or national 
origin, race, age, sex, sexual orientation, disability or other 
discrimination or harassment under the Civil Rights Act of 1964, the Age 
Discrimination In Employment Act of 1967, the Americans With Disabilities 
Act, the Fair Employment and Housing Act or any other applicable law.  The 
parties agree that this release of claims shall not affect Executive's right 
to be indemnified by the Company in accordance with the terms of their 
Indemnity Agreement of on or about May 30, 1997.

   5.   Executive acknowledges that he has read section 1542 of the Civil Code 
of the State of California, which states in full:

      A general release does not extend to claims which the creditor does 
      not know or suspect to exist in his favor at the time of executing the
      release, which if known by him must have materially affected his 
      settlement with the debtor.

Executive waives any rights that he has or may have under section 1542 to the 
full extent that he may lawfully waive such rights pertaining to this general 
release of claims, and affirms that he is releasing all known and unknown 
claims that he has or may have against the parties listed above. 

   6.   Executive acknowledges and agrees that he shall continue to be bound by 
and comply with the terms of the Employee Inventions and Proprietary Rights 
Assignment Agreement that Executive signed in connection with his employment 
by the Company on or about June 21, 1996.  


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   7.   Prior to the Resignation Date, the Company will provide Executive with 
a form of press release announcing the termination of their employment 
relationship.  The Company will consider any reasonable revisions that 
Executive may propose to the press release, but the Company will determine, 
in its sole discretion, whether any such revisions are made to the press 
release.  The press release will be issued by the Company no later than 
August 11, 1998.

   8.   Executive agrees that he shall not:       

      (a)   for a period of six months following the Resignation Date, 
directly or indirectly disclose any of the terms of this Agreement to anyone 
other than his immediate family or counsel, except as such disclosure may be 
required for accounting or tax reporting purposes or as otherwise may be 
required by law;

      (b)   make any critical or disparaging statements at any time about the 
Company, or any of its products or employees, unless such statements are made 
truthfully in response to a subpoena or other legal process; or

      (c)   make any comments at any time concerning the termination of 
Executive's employment relationship with the Company that are inconsistent 
with the press release described in paragraph 7.

   9.   The Company agrees that it will not, through any of its officers or 
directors:  

      (a)   for a period of six months following the Resignation Date, 
disclose any of the terms of this Agreement to anyone other than the 
Company's legal counsel and accountants, except as such disclosure may be 
required for tax or securities reporting purposes or by law;

      (b)   make any critical or disparaging statements about Executive at 
any time, unless such statements are made truthfully in response to a 
subpoena or other legal process; or

      (c)   make any comments at any time concerning the termination of 
Executive's employment relationship with the Company that are inconsistent 
with the press release described in paragraph 7.  

   10.   Executive agrees that in the event of his breach of any of the 
provisions of paragraph 8, it will be impractical and extremely difficult to 
determine the actual damages suffered by the Company as a result of that 
breach.  Accordingly, Executive agrees that if he breaches any provision of 
paragraph 8, he shall repay the Company 30% of the net sum (that is, after 
deducting all taxes and other withholdings) that he receives pursuant to 
paragraph 3(a) as liquidated damages.  If the Company breaches any of the 
provisions of paragraph 9, then the corresponding provision(s) of paragraph 8 
shall be cancelled and of no further force or effect.  In addition to the 
remedies described above, either party shall be entitled to obtain injunctive 
relief to prevent the other party from committing any breach of its 
respective obligations under Paragraph 8 or 9.


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<PAGE>
   11.   Following the Resignation Date, Executive agrees to provide 
reasonable assistance to the Company in connection with any litigation to 
which the Company is or may become a party and with respect to which 
Executive possesses any relevant knowledge or expertise.  Executive's 
assistance will be provided at mutually convenient times, and the Company 
will reimburse Executive for any reasonable expenses incurred by him in 
providing such assistance.

   12.   In the event of any legal action relating to or arising out of this 
Agreement, the prevailing party shall be entitled to recover from the losing 
party its attorneys' fees and costs incurred in that action.

   13.   This Agreement shall be governed by and construed in accordance with 
the laws of the State of California.  To the extent that any provision of 
this Agreement is held to be invalid or unenforceable for any reason, such 
provision shall be deemed stricken from this Agreement, and the remainder of 
this Agreement shall continue to be in full force and effect.

   14.   This Agreement, along with any other agreements referenced herein, 
constitute the entire agreement between the parties with respect to the 
subject matter hereof and supersede all prior negotiations and agreements 
between the parties (including the parties' Retention Agreement of on or 
about September 22, 1997, which is of no further force or effect).  This 
Agreement may not be modified or amended except by a document signed by an 
authorized officer of the Company and Executive.

EXECUTIVE UNDERSTANDS THAT HE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO 
SIGNING THIS AGREEMENT AND THAT HE IS GIVING UP ANY LEGAL CLAIMS HE HAS 
AGAINST THE PARTIES RELEASED ABOVE BY SIGNING THIS AGREEMENT.  EXECUTIVE 
FURTHER UNDERSTANDS THAT HE MAY HAVE UP TO 45 DAYS TO CONSIDER THIS 
AGREEMENT, THAT HE MAY REVOKE IT AT ANY TIME DURING THE 7 DAYS AFTER HE SIGNS 
IT, AND THAT IT SHALL NOT BECOME EFFECTIVE UNTIL THAT 7-DAY PERIOD HAS 
PASSED.  EXECUTIVE ACKNOWLEDGES THAT HE IS SIGNING THIS AGREEMENT KNOWINGLY, 
WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE COMPENSATION AND BENEFITS 
DESCRIBED IN PARAGRAPH 3.  

Dated:   July 11.1998          /s/ Robert A. Roblin               
      ---------------         ---------------------------------
                               Robert A. Roblin



Dated:   August 20.1998         Adobe Systems Incorporated
      -----------------


                              By: /s/ John E. Warnock            
                                 ------------------------------


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