ADOBE INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) 2020 Performance Share Program
On
Under the Program, shares may be earned based on the achievement of objective
relative total stockholder return ("TSR") measured over a three-year performance
period (Adobe's 2020 - 2022 fiscal years). The Committee will certify actual
performance achievement following the Company's 2022 fiscal year end and the
corresponding number of Performance Shares earned for the three-year performance
period, subject to specified change of control exceptions. In addition, as a
condition to earning any Performance Shares, a participant must continue to
provide service to Adobe (or an affiliate) through the later of the
certification date and
Participants can earn between 0% and 200% (the payout cap under the Program) of
their target number of Performance Shares. The amount of Performance Shares
actually earned is based on a relative three-year TSR measure, which objectively
compares the TSR of Adobe's common stock against the TSR of the companies
included in the NASDAQ 100 Index as of
The target awards and maximum awards for the Performance Shares granted to the
Company's principal executive officer and other named executive officers* on
Target Maximum
Officer Title Award Award
Shantanu Narayen Chairman, President and Chief Executive Officer 65,579 131,158
John Murphy Executive Vice President and Chief Financial
Officer 10,090 20,180
Bryan Lamkin Executive Vice President and GM, Digital Media 8,648 17,296
Scott Belsky Chief Product Officer and Executive Vice
President, Creative Cloud 10,090 20,180
* For purposes of this filing, the term "named executive officer" refers to
executive officers for whom disclosure was required in our most recent filing
with the
A participant may receive less than his or her target award, and in no event may actual shares earned exceed the maximum award. Any shares issued under the Program are subject to recoupment in accordance with the Company's clawback policies.
The description of the Program contained herein is a summary of the material
terms of the Program, does not purport to be complete, and is qualified in its
entirety by reference to the Program used in connection with the 2019 Equity
Incentive Plan, which is incorporated herein by reference as Exhibit 10.1.
Copies of the 2020 Performance Share Program and the form of Performance Share
Award
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2020 Executive Annual Incentive Plan
On
Executive officers designated by the Board as an officer for purposes of Section
16 of the Securities and Exchange Act of 1934, as amended, and employees who are
Vice President level or above, and who are employed by the Company during its
2020 fiscal year are eligible to participate in the Incentive Plan. Pursuant to
the Incentive Plan, participants are eligible to receive an incentive bonus
calculated as a percentage of their base salary. The Committee selected the
participants under the Incentive Plan on
The Incentive Plan requires that the Company achieve (1) at least 96.94% of the
GAAP revenue target set forth in the annual operating plan for fiscal year 2020
as approved by the Board at the beginning of the fiscal year (the "FY20
Operating Plan") and (2) at least 95% of the non-GAAP earnings per share target
set forth in the FY20 Operating Plan, as minimum performance thresholds before
participants may earn any incentive bonus under the Incentive Plan. If these
initial thresholds are achieved, each participant is eligible to earn a maximum
bonus equal to 200% of such participant's Target Award, up to a maximum of
For fiscal year 2020, the Target Award and Maximum Award, expressed as a percentage of base salary for the Company's principal executive officer and other named executive officers are set forth below:
Target Maximum
Officer Title Award Award
Shantanu Narayen Chairman, President and Chief Executive Officer 200% 400%
John Murphy Executive Vice President and Chief Financial 100% 200%
Officer
Bryan Lamkin Executive Vice President and GM, Digital Media 100% 200%
Scott Belsky Chief Product Officer and Executive Vice 100% 200%
President, Creative Cloud
The Maximum Award for each participant is subject to adjustment based on the
Company's or the participant's performance. A participant's "Actual Award" is
comprised of:
Corporate Individual
= Performance Result * Performance Result *
Actual Award ($)* (%) (%) Target Award ($)
* Cannot exceed Target Award unless the Financial Performance Result (as set
forth below) is at least 90%.
The Corporate Performance Result is based on the Company's financial performance
for the period ("Financial Performance Result"). The Financial Performance
Result is determined based on both (1) a
As described in our Annual Report on Form 10-K for the fiscal year ended
The Financial Performance Result is subject to adjustment by the Committee by up to 25 percentage points up or down based on the Committee's assessment of the Company's performance against its corporate priorities and objectives during the performance period. This results in the "Corporate Performance Result" (expressed as a percentage, which may range from 0% to 150%).
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The "Individual Performance Result" is based on the Committee's assessment of each participant's individual performance including, without limitation, achievement of individual performance goals set by the Committee at the outset of the performance period. The goals are specifically tailored to each participant and aligned with the achievement of strategic objectives in the FY20 Operating Plan. A participant's Individual Performance Result may range from 0% to 150%.
Once each component described above is certified by the Committee, the Actual Award earned by each participant under the Incentive Plan is determined using the formula above, provided that in no event will a participant's Actual Award exceed their Target Award if the Financial Performance Result is not at least 90%.
Any amounts paid under the Incentive Plan are subject to recoupment from participants in accordance with the Company's clawback policies.
The description of the Incentive Plan contained herein is a summary of the material terms of the Incentive Plan, does not purport to be complete, and is qualified in its entirety by reference to the Incentive Plan which is filed as Exhibit 10.4 and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Incorporated by Reference
Exhibit Filed
Number Exhibit Description Form Filing Date Number SEC File No. Herewith
10.1 2019 Equity Incentive 8-K 4/12/19 10.1 000-15175
Plan
10.2 2020 Performance Share X
Program
10.3 Form of 2020 X
Performance Share Award
Grant Notice and Award
Agreement pursuant to
2020 Performance Share
Program
10.4 2020 Executive Annual
Incentive Plan X
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