Sample Business Contracts

        2.1    Base Salary.    As of the Effective Date, the Executive's annual rate of base salary shall be $500,000, which shall be payable in accordance with the Company's standard payroll practices, subject to such tax or other withholdings as are required by law.

        2.2    Bonus.    Starting in the Company's 2006 fiscal year, the target annual incentive bonus for Executive shall be 75% of his annual base salary ($375,000 initially), based on the attainment of the objectives and Company targets established from time to time under the Company's Annual

Incentive Plan, or any successor plans (the "AIP"). Executive's participation in the AIP will be subject to the terms of the AIP. If the Effective Date is later than December 5, 2005, then to the extent Executive earns an annual bonus under the AIP in FY 2006, it shall be pro-rated based upon the amount of time that Executive was actually employed by the Company during that fiscal year.

        2.3    Profit-sharing Plan.    Starting in the Company's fiscal quarter in which the Effective Date occurs, Executive shall participate in the Company's profit-sharing plan, which pays up to 10% of annual base salary based upon the attainment of Company targets. Executive's participation in the profit-sharing plan will be subject to the terms of that plan. If the Effective Date is later than the initial eligibility date for that quarter, then to the extent Executive earns a quarterly profit-sharing distribution for the fiscal quarter in which the Effective Date occurs, that distribution will be pro-rated based upon the amount of time that Executive was actually employed by the Company during that fiscal quarter.

        2.4    Special Retention Bonus.    Should Executive continue in the Company's employ until the close of business on the Earn Out Date (as defined below), then Executive shall be entitled to a special retention bonus in the cash amount of $1,000,000. Such payment will be made to Executive, subject to deduction of applicable tax and other withholdings as required by law, within 15 days after the Earn Out Date. In the event the Company terminates Executive's employment other than for Cause during the 6-month period ending on the Earn Out Date, Executive shall be entitled to a pro-rated retention bonus under this Subsection 2.4 equal to one-sixth of $1,000,000 for each full or partial month of employment Executive completes within that 6-month period, with such pro-rated bonus to be paid within 15 days after the date of such involuntary termination and subject to the deduction of applicable tax and other withholdings as required by law. For purposes of this Subsection 2.4, the Earn Out Date shall mean the business day immediately preceding the last day on which Executive may terminate employment for Good Reason under Section 8.

        2.5    Executive Severance Plan.    From and after the Effective Date, Executive shall participate as a Group I Participant in the Company's Executive Severance Plan in the Event of a Change of Control (the "Plan") pursuant to its terms and conditions.

        2.6    Company Equity Awards.    On the first business day of the calendar month following the Effective Date, Executive will be granted an option under the Company's 2003 Equity Incentive Plan to acquire 175,000 shares of the Company's common stock. The option will have a per share exercise price equal to the fair market value per share of the Company's common stock on the grant date, as such value is determined under such plan, and will vest in accordance with the Company's regular vesting schedule. Executive's stock option grant is subject to, and conditioned upon, his execution of the Company's standard form of stock option agreement in connection with such grant. Executive shall be eligible for consideration for additional equity compensation awards from time to time under the equity compensation plans and arrangements maintained by the Company.

        2.7    Existing Equity Awards.    Executive currently holds the following equity awards previously made to him by Macromedia:

        New Option:    that certain stock option grant for 400,000 shares of Macromedia common stock made to the Executive in January 2005 pursuant to the Employment Agreement, which is to be assumed by the Company upon the Closing and converted into an option to purchase shares of the Company's common stock.

        New Stock Award:    that certain restricted stock award for 100,000 shares of Macromedia common stock made to the Executive in January 2005 pursuant to the Employment Agreement, which is to be converted into shares of the Company's common stock upon the Closing.

        Prior Options:    all stock options granted to the Executive by Macromedia (other than the New Option) which were outstanding on January 19, 2005, and are to be assumed by the Company and converted into options to purchase shares of the Company's common stock upon the Closing. The vesting of the Prior Options will, upon the Closing, be accelerated in accordance with the resolution concerning stock option vesting acceleration adopted by the Macromedia Board of Directors on February 26, 1997, together with any supplementary resolutions which clarify the manner in which the 18 months of accelerated vesting currently provided to Executive pursuant to the February 26, 1997 resolution is to be applied to the vesting schedules in effect for the Prior Options (collectively, the "Vesting Acceleration Resolution"), which resolutions are hereby incorporated into this Agreement and made a part hereof.

        6.1    Surrender of Records and Property.    Upon his termination for any reason, Executive shall deliver promptly to the Company all equipment, records, manuals, books, data tables or copies thereof, regardless of the underlying media upon which such materials are recorded, which are property of Macromedia or the Company and which are under Executive's possession and control.

        7.1    Termination without Cause, for Good Reason or Due to Death or Disability.    In the event that Executive's employment is terminated by the Company without Cause (as defined in Subsection 7.2), (ii) because of Executive's death or Disability (as defined in Subsection 7.4), or (iii) voluntarily by Executive for Good Reason (as defined in Subsection 7.3), the Company shall provide Executive with termination benefits, as follows:

        7.2    Circumstances Under Which Termination Benefits Will Not Be Paid.    The Company shall not be obligated to provide Executive with the termination benefits described in Subsection 7.1 above (or any other termination benefits) if Executive's employment is terminated by the Company for Cause or if Executive voluntarily terminates his employment with the Company other than for Good Reason. Upon the termination of Executive's employment by reason of his Disability or death, the termination benefits under Subsection 7.1 will be provided. For purposes of this Agreement, "Cause" shall mean (1) Executive's conviction of any felony under federal or state law, or any fraud, misappropriation or embezzlement or (2) Executive's commission of a material violation of the Executive's Proprietary Information and Inventions Agreement. For purposes of this Agreement, "Good Reason" shall have the meaning set forth and be determined under Subsection 7.3.

        7.3    Termination for Good Reason.    Executive may voluntarily terminate his employment with the Company for Good Reason if there should occur:

        7.4    Executive's Disability.    For purposes of this Agreement, "Disability" means Executive's inability to perform his duties as President-WFO for a period of 180 consecutive days or a period of 180 days during any consecutive twelve-month period as a result of incapacity due to mental or physical illness as determined by the Board.

        7.5    Additional Payment Upon Certain Terminations.    Upon Executive's voluntary termination for Good Reason, termination by reason of Disability or death, or involuntary termination by the Company without Cause (as defined in Subsection 7.2) at any time on or after the Effective Date, or voluntary termination other than for Good Reason at any time after January 19, 2007, Executive shall be entitled to an additional termination payment (the "Additional Payment"). The Additional Payment shall be equal to five million dollars ($5,000,000), less (i) any gain Executive received from the sale, prior to Executive's employment termination date, of shares awarded pursuant to the Prior Options, the New Option, any other stock options or stock awards granted Executive pursuant to Subsection 2.6, and the New Stock Award; (ii) (A) the difference between the fair market value (on Executive's employment termination date) of then unexercised (or exercised but not yet sold) vested (including accelerated vesting under this Section 7 or Section 8 as applicable) shares awarded pursuant to the Prior Options, the New Option and any other stock options granted Executive pursuant to Subsection 2.6 and (B) the exercise price of those shares; and (iii) the fair market value (on Executive's employment termination date) of vested (including accelerated vesting under this Section 7 or Section 8 as applicable) shares still held by Executive that were awarded pursuant to the New Stock Award and any other stock awards granted Executive pursuant to Subsection 2.6.

8.1

Executive (or his estate) shall (i) receive a lump sum payment in an amount equal to the sum of his annual rate of base salary and 100% of his annual target bonus under the AIP, both at the level in effect at the time of such termination or, if greater, at the level in effect immediately prior to the Closing, with such payment to be not less than $800,000, and (ii) be reimbursed for any expenses of Executive and his dependents incurred by him, for the one (1) year period following his termination date, for COBRA coverage, or for comparable coverage in the event that Executive is no longer eligible for COBRA; provided, however, that the Company's obligations to provide the reimbursement described in (ii) is conditioned upon Executive's cooperation in filling out and submitting any necessary COBRA or other insurance paperwork in a timely manner.

8.2

The New Option and the New Stock Award shall, to the extent outstanding at the time of the Executive's termination but not otherwise fully vested, vest in full on Executive's termination date. The New Option shall remain exercisable until the earlier of (i) the first anniversary of Executive's termination date, and (ii) the expiration date of the New Option as set forth in the applicable stock option agreement. Notwithstanding the foregoing, solely for purposes of determining whether Executive shall be entitled to the accelerated vesting described in this Subsection 8.2, Executive shall be deemed to have terminated his employment for Good Reason only if Executive does not voluntarily terminate his employment until the close of business on the first anniversary of the Effective Date or (if such anniversary date is not a business day) on the business day immediately preceding the first anniversary of the Effective Date.

8.3

Each option granted to Executive by the Company pursuant to Subsection 2.6 and each of the Prior Options shall remain exercisable, to the extent vested and exercisable on the Executive's termination date, until the earlier of (i) the expiration of the applicable option term or (ii) the end of the period specified in the applicable stock option agreement for the exercise of that option following the Executive's termination date.

8.4

Upon Executive's voluntary termination (whether or not for Good Reason), termination by reason of Disability or death, or termination by the Company without Cause (as defined in Subsection 7.2), Executive shall be entitled to the Additional Payment.

8.5

Should Executive resign for any reason or no reason at the close of business on the first anniversary of the Effective Date or (if such anniversary date is not a business day) on the business day immediately preceding the first anniversary of the Effective Date, Executive shall be entitled to both the full $1,000,000 retention bonus under Subsection 2.4 of this Agreement and all of his termination benefits under this Section 8.

        10.1    No Duplication of Benefits.    The payments and benefits provided under Section 7 or Section 8 of this Agreement shall not be in addition to any payments and benefits to which Executive may be entitled under the Plan. To the extent Executive becomes entitled to payments and benefits under either Section 7 or Section 8 of this Agreement, and under the Plan, he shall only be entitled to receive the payments and benefits under the termination benefit program (Section 7 or Section 8 of this Agreement, or the Plan) that provides him with the greater dollar amount of payments and benefits.

        10.2    Code Section 280G.    Both Executive and the Company shall take a reasonable and consistent position with respect to the characterization of any payments and benefits due to Executive hereunder which might be treated as potential parachute payments under Code Section 280G, and both parties will act in a reasonable manner to minimize Executive's parachute payment exposure to the maximum extent allowed by applicable law or regulation. Without limiting the foregoing, Executive and the Company agree that a reasonable valuation shall be assigned to any restrictive covenants which remain in effect for Executive under his April 17, 2005 Non-Competition Agreement with the Company (the "Non-Compete Agreement") following his termination date, and the amount of his potential parachute payment shall be reduced by the value of those restrictive covenants to the extent consistent with Section 280G of the Code and the Treasury Regulations thereunder.

        10.3    Code Section 409A.    Notwithstanding any provision to the contrary in this Agreement, no termination benefits to which Executive becomes entitled under Section 7 or Section 8 shall be provided to Executive prior to the earlier of (i) the expiration of the 6-month period measured from the date of his "separation from service" with the Company (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death, if the Executive is deemed at the time of his separation from service to be a "key employee" for purposes of Code Section 416(i) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(b)(i). Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all payments deferred pursuant to this Subsection 10.3 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid in a lump sum to the Executive, and any remaining payments due under this Agreement shall be paid as provided herein. Executive shall be entitled to interest on any deferred benefits and payments hereunder, with interest accruing for the period any such benefits and payments are actually delayed. Interest will accrue at a per annum rate equal to the lowest corporate borrowing rate available to the Company on the first date of any such deferral period.

        12.1    Waiver.    Neither party shall, by mere lapse of time, without giving notice or taking other action hereunder, be deemed to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other shall neither be construed as, nor constitute a, continuing waiver of such breach or of other breaches by the same or any other provision of this Agreement.

        12.2    Severability.    If for any reason a court of competent jurisdiction or arbitrator finds any provision of this Agreement to be unenforceable, the provision shall be deemed amended as necessary to conform to applicable laws or regulations, or if it cannot be so amended without materially altering the intention of the parties, the remainder of the Agreement shall continue in full force and effect as if the offending provision were not contained herein.

        12.3    Notices.    All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be considered effective upon personal service or upon depositing such notice in the U.S. Mail, postage prepaid, return receipt requested and addressed to the General Counsel of the Company as its principal corporate address, and to Executive at his most recent address shown on the Company's corporate records, or at any other address which he may specify in any appropriate notice to the Company.

        12.4    Counterparts.    This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together constitute one and the same instrument and in making proof hereof it shall not be necessary to produce or account for more than one such counterpart.

        12.5    Entire Agreement/Modification.    The parties hereto acknowledge that each has read this Agreement, understands it, and agrees to be bound by its terms. The parties further agree that this Agreement, the Indemnification Agreements, the Employee Inventions Agreement, the Non-Compete Agreement, and the agreements evidencing the Prior Options (together with the Vesting Acceleration Resolution for those Prior Options), the New Option, the New Stock Award and any stock options awarded to Executive pursuant to Subsection 2.6 of this Agreement, constitute the complete and exclusive statement of the agreement between the parties concerning the subject of Executive's employment with the Company, and they supersede the Employment Agreement (which is of no further force or effect), any other prior employment agreement (and any amendments thereto), the Vesting Acceleration Resolution (except as it applies to the Prior Options) and all other proposals (oral or written), understandings, representations, conditions, covenants, and all other communications between the parties relating to the subject matter hereof. This Agreement may not be modified or amended except by a subsequent written agreement signed by Executive and an authorized officer of the Company.

        12.6    Assignment and Successors.    The Company shall have the right to assign its rights and obligations under this Agreement to an entity which acquires substantially all of the assets of the Company. The rights and obligation of the Company under this Agreement shall inure to the benefit and shall be binding upon the successors and assigns of the Company. Any payments or benefits which become due under this Agreement in connection with the Executive's death shall be paid to his designated beneficiary(ies) or, in the absence of such designation, to the personal representative or administrator of his estate. In view of the personal nature of the services to be provided by Executive, he may not assign any of his obligations hereunder.

        12.7    Conditions.    The effectiveness of this Amended and Restated Employment Agreement is conditioned upon (i) the appropriate verification of Executive's identity and right to work in the United States, (ii) successful completion of a background check on Executive within 30 days prior to the anticipated date of the Closing, (iii) the closing of the Macromedia Change in Control, and (iv) Executive's completion of Attachment A (the embargoed country questionnaire).