Adobe 2001 Annual Report Download - page 50

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
For information regarding our Directors and compliance with Section 16(a) of the Securities
Exchange Act of 1934, we direct you to the sections entitled ‘‘Proposal 1—Election of Directors,’’ and
‘‘Section 16(a) Beneficial Ownership Reporting Compliance,’’ respectively, in the Proxy Statement we will
deliver to our stockholders in connection with our Annual Meeting of Stockholders to be held on April 11,
2002. Information regarding our Executive Officers is contained in Item 1 Business of this report.
We are incorporating the information contained in those sections of our Proxy Statement here by
reference.
Item 11. Executive Compensation
For information regarding our Executive Compensation, we direct you to the section entitled
‘‘Executive Compensation’’ in the Proxy Statement we will deliver to our stockholders in connection with
our Annual Meeting of Stockholders to be held on April 11, 2002.
We are incorporating the information contained in that section of our Proxy Statement here by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
You will find this information in the section captioned ‘‘Security Ownership of Certain Beneficial
Owners and Management,’’ which will appear in the Proxy Statement we will deliver to our stockholders in
connection with our Annual Meeting of Stockholders to be held on April 11, 2002. We are incorporating
that information here by reference.
Item 13. Certain Relationships and Related Transactions
During fiscal 1999, we entered into two separate loan agreements with Graham Freeman, an executive
officer, to assist with his relocation to San Jose, California. The first loan in the amount of $550,000, with
an interest rate of 8.25% per annum, was repaid on December 31, 1999. The second loan, in the amount of
$1.0 million, is interest-free and is secured by Mr. Freeman’s principal residence. Under the terms of the
agreement, Mr. Freeman is required to repay this loan at $200,000 per year over the five years beginning
December 2000. His second payment was made in December 2001, leaving a balance of $600,000 as of
January 25, 2002. The loan was amended in November 2001 in connection with Mr. Freeman’s resignation
from the Company to include an agreement by the Company that it would not exercise its right to
accelerate the payment of unpaid principal because of Mr. Freeman’s termination of employment. The
Company reserved the right to accelerate payment for any other reason authorized by the agreement.
Also in connection with Mr. Freeman’s resignation from his employment with us, which was effective
November 30, 2001, we entered into an agreement with him to: (i) pay him a lump sum equal to his total
target compensation (base pay and management incentive plan bonuses) for twelve (12) months, (ii) pay
for his COBRA premiums until the earlier of November 1, 2002 or the date he receives coverage under
another group health insurance plan, and (iii) allow him to keep his laptop computer. We also amended his
loan agreement with us, as described in the previous paragraph. In addition, he remained eligible for any
bonuses earned through his resignation date, although no bonuses were earned or paid.
Adobe has entered into indemnity agreements with certain officers and directors which provide,
among other things, that Adobe will indemnify such officer or director, under the circumstances and to the
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