UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 26, 2012 (January 24, 2012)
Adobe Systems Incorporated
(Exact name of Registrant as specified in its charter)
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Delaware |
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0-15175 |
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77-0019522 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer Identification |
345 Park Avenue
San Jose, California 95110-2704
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (408) 536-6000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) 2012 Performance Share Program
On January 24, 2012, the Executive Compensation Committee of the Board of Directors (the “Committee”) of Adobe Systems Incorporated (“Adobe” or the “Company”) approved the Award Calculation Methodology for the 2012 Performance Share Program (the “Program”) under the terms of the Company’s 2003 Equity Incentive Plan. The Committee established the Program to (i) help focus key employees on achieving specific performance targets, (ii) reinforce a team orientation, (iii) provide significant award potential for achieving outstanding performance, and (iv) enhance the ability of the Company to attract and retain highly talented and competent individuals. Members of the Company’s executive management team and other key members of senior management were selected by the Committee to participate in the Program for fiscal year 2012. The Committee granted awards for the executive officers under the Program on January 24, 2012 in the form of a target award and a Maximum Award (as defined below) of performance shares approved pursuant to the terms of the Company’s 2003 Equity Incentive Plan.
The Program requires that the Company achieve an established performance goal as an initial threshold in order to earn any performance shares under the Program. If the initial threshold is met, the Program then provides for the calculation of the performance shares actually earned.
For fiscal year 2012, the initial threshold and Other Performance Goals (as defined below) are set, including metrics that determine the actual number of performance shares earned, in the 2012 Award Calculation Methodology adopted as part of the Program. The Award Calculation Methodology requires that the Company achieve at least 80% of the GAAP revenue target approved by the Board of Directors under the annual operating plan (disregarding the effects of any material acquisitions not incorporated into the operating plan) as an initial threshold before participants may earn any performance shares under the Program. If the initial threshold is not achieved, participants forfeit their entire awards. If this initial threshold is achieved, the actual number of performance shares earned by each participant is set at 150% of his or her target incentive amount (the “Maximum Award”), subject to a reduction based on the level of achievement of six sets of strategic objectives approved by the Committee (the “Other Performance Goals”) which will determine the actual award earned. For each set of Other Performance Goals, the calculation is as follows:
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Other Performance |
x |
Number of Performance |
x |
Other Performance |
= |
Actual |
The six sets of Other Performance Goals have weightings ranging from 10% to 25%, as determined by the Committee, and the Other Performance Goal Achievement percentage for each set of Other Performance Goals is capped at 150%. The actual award earned equals the sum of the Actual Performance Shares determined using the equation above for all six sets of Other Performance Goals. Any partial share of an actual award will be rounded up to the next whole share, but in no event will such rounding result in an award greater than the Maximum Award.
Performance shares will be earned (if at all) upon certification by the Committee of actual performance achievement following the Company’s 2012 fiscal year-end, subject to specified change of control exceptions. In addition, as a condition to earning any part of the Maximum Award, a participant must be employed by the Company through the first anniversary of the grant date to be eligible.
Actual performance shares will vest as to 1/3 of the total number of actual performance shares on the date the Committee certifies achievement of the applicable metrics, or the first anniversary of the grant date, whichever is later. Thereafter, the actual performance shares are subject to time-based vesting and will vest as to 1/3 of the total number of actual performance shares each year on the second and third anniversaries of the grant date, contingent upon the participant’s continued service to the Company.
The target awards and Maximum Awards for the performance shares granted to the Company’s principal executive officer, principal financial officer and other named executive officers* on January 24, 2012 are as follows:
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Officer |
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Title |
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Target |
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Maximum |
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Shantanu Narayen |
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President and Chief Executive Officer |
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157,500 |
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236,250 |
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Mark Garrett |
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Executive Vice President and Chief Financial Officer |
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62,500 |
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93,750 |
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Kevin Lynch |
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Senior Vice President, Chief Technology Officer |
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62,500 |
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93,750 |
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Matthew Thompson |
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Senior Vice President, Worldwide Field Operations |
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62,500 |
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93,750 |
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* 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 Securities Exchange Commission under the Securities Act of 1933 or the Securities Exchange Act of 1934 that required disclosure pursuant to Item 402(c) of Regulation S-K. Robert Tarkoff and Joshua James are no longer with the Company and, as such, are not participants in the Company’s 2012 Performance Share Program.
A participant may receive less than his or her target award, and in no event may actual shares earned exceed the Maximum Award. Any amounts paid under the Program are subject to recoupment from participants in accordance with any clawback policy that the Company is required to adopt pursuant to applicable laws.
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 2003 Equity Incentive Plan. A copy of the form of Award Grant Notice and Performance Share Award Agreement for use in connection with grants under this Program is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. A copy of the form of the Performance Share Program and the 2012 Award Calculation Methodology are attached hereto as Exhibits 10.2 and 10.3, respectively.
2012 Executive Annual Incentive Plan
On January 24, 2012, the Committee approved the terms of the 2012 Executive Annual Incentive Plan (the “Incentive Plan”), adopted pursuant to the Company’s 2011 Executive Cash Performance Bonus Plan, which applies to certain executive officers of the Company. The Incentive Plan is designed to (i) drive revenue growth and operating profits, (ii) encourage accountability, (iii) drive execution of long-term strategy and annual operating plan objectives, and (iv) recognize and reward executives upon the achievement of the Company’s objectives.
Executive officers of the Company who are employed during the eligibility period (fiscal year), are Senior Vice President level or above and are regular employees of Adobe through the date the bonus is paid are eligible to participate in the Incentive Plan. Pursuant to the Incentive Plan, each participant is eligible to receive an incentive bonus calculated as a percentage of the executive’s earned base salary.
The Incentive Plan requires that the Company achieve at least 90% of the GAAP revenue target approved by the Board of Directors under the annual operating plan (disregarding the effects of any material acquisitions not incorporated into the operating plan) as a minimum performance threshold before participants may earn any incentive bonus under the Incentive Plan. If the initial threshold is not achieved, no payments are made under the Incentive Plan. If this initial threshold is achieved, each participant is eligible to earn a maximum bonus (the “Maximum Bonus”) equal to 200% of such participant’s annual bonus target, up to a maximum of $5 million, subject to reduction as described below. The target bonus is calculated by multiplying the participant’s base salary earned during the fiscal year by a Committee-approved target bonus percentage. The actual bonus earned by each participant is calculated as described below.
For fiscal year 2012, the target bonus and Maximum Bonus, expressed as a percentage of annual base salary for the Company’s principal executive officer, principal financial officer and other named executive officers*, are as follows:
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Officer |
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Title |
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Target |
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Maximum |
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Shantanu Narayen |
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President and Chief Executive Officer |
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150 |
% |
300 |
% |
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Mark Garrett |
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Executive Vice President and Chief Financial Officer |
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100 |
% |
200 |
% |
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Kevin Lynch |
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Senior Vice President, Chief Technology Officer |
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75 |
% |
150 |
% |
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Matthew Thompson |
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Senior Vice President, Worldwide Field Operations |
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100 |
% |
200 |
% |
* 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 Securities Exchange Commission under the Securities Act of 1933 or the Securities Exchange Act of 1934 that required disclosure pursuant to Item 402(c) of Regulation S-K. Robert Tarkoff and Joshua James are no longer with the Company and, as such, are not participants in the Company’s 2012 Executive Annual Incentive Plan.
The Maximum Bonus for each participant is subject to reduction based on the Company’s achievement, as determined under a matrix, of adjusted revenue (GAAP revenue adjusted to reflect the shippable backlog at the end of the fiscal year and to disregard the effects of any material acquisitions not incorporated into the operating plan) and adjusted non-GAAP operating profit (GAAP operating profit, adjusted to include the operating profit associated with shippable backlog at the end of the fiscal year and to exclude (i) any annual incentive plan payments, (ii) the effects of any material acquisitions not incorporated into the operating plan, (iii) the impact of stock-based compensation expense, (iv) deferred compensation expense, (v) restructuring and other charges, and (vi) amortization of purchased intangibles, technology license arrangements and incomplete technology). These two metrics, expressed as a percentage, form the “Corporate Result.” The Maximum Bonus is reduced to zero if the Company achieves 75% or less of the adjusted non-GAAP operating profit target or 90% or less of the adjusted revenue target. The maximum Corporate Result percentage is 200%.
The Maximum Bonus is also subject to reduction based on each individual’s level of achievement of specified individual performance goals. The results of these individual metrics, expressed as a percentage, form the “Individual Result.” The Individual Result percentage may not exceed 100%.
The Corporate Result and Individual Result are used in the calculation of the actual bonus payable under the Incentive Plan as follows:
Participant Target Bonus x Corporate Result x Individual Result
No participant will earn an actual bonus under the Incentive Plan in excess of his or her target bonus unless the Corporate Result exceeds 100%.
A 5% reduction will be applied to the actual bonus otherwise earned by any executive officer who fails to meet the annual performance appraisal submission deadline. A separate 5% reduction will be applied to the actual bonus otherwise earned by any executive officer who fails to timely complete mandatory training during the fiscal year.
Any amounts paid under the Incentive Plan are subject to recoupment from participants in accordance with any clawback policy that the Company is required to adopt pursuant to applicable laws.
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. A copy of the Incentive Plan is attached to this Current Report on Form 8-K as Exhibit 10.4.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Incorporated by Reference |
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Filed |
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Number |
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Exhibit Description |
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Form |
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Date |
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Number |
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Herewith |
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10.1 |
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Form of Performance Share Award Grant Notice and Performance Share Award Agreement pursuant to the 2003 Equity Incentive Plan |
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10-K |
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1/26/2012 |
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10.61 |
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10.2 |
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Form of Performance Share Program pursuant to the 2003 Equity Incentive Plan |
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X |
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10.3 |
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Award Calculation Methodology to the 2012 Performance Share Program pursuant to the 2003 Equity Incentive Plan |
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X |
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10.4 |
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2012 Executive Annual Incentive Plan |
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X |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ADOBE SYSTEMS INCORPORATED | |
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Date: January 26, 2012 |
By: |
/s/ MARK GARRETT |
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Mark Garrett |
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Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
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Exhibit |
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Incorporated by Reference |
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Filed |
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Number |
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Exhibit Description |
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Form |
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Date |
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Number |
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Herewith |
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10.1 |
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Form of Performance Share Award Grant Notice and Performance Share Award Agreement pursuant to the 2003 Equity Incentive Plan |
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10-K |
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1/26/2012 |
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10.61 |
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10.2 |
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Form of Performance Share Program pursuant to the 2003 Equity Incentive Plan |
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X |
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10.3 |
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Award Calculation Methodology to the 2012 Performance Share Program pursuant to the 2003 Equity Incentive Plan |
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X |
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10.4 |
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2012 Executive Annual Incentive Plan |
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X |
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EXHIBIT 10.2
ADOBE SYSTEMS INCORPORATED
2003 EQUITY INCENTIVE PLAN
[ ] PERFORMANCE SHARE PROGRAM
ADOPTED: [ ]
1. Purpose. The Adobe Systems Incorporated [ ] Performance Share Program (the “Program”), established under the Adobe Systems Incorporated 2003 Equity Incentive Plan (the “Plan”), is intended to provide equity incentive compensation to individuals who make a significant contribution to the performance of Adobe Systems Incorporated (the “Company”). Program objectives are to: (a) focus key Employees on achieving specific performance targets, (b) reinforce a team orientation, (c) provide significant award potential for achieving outstanding performance, and (d) enhance the ability of the Company to attract and retain highly talented and competent individuals.
2. Definitions.
Defined terms not explicitly defined in this Program but defined in the Plan will have the same definitions as in the Plan.
(a) “Actual Award” means the number of shares of Stock credited to a Designated Participant under the Program during a Performance Period based on achievement of applicable Performance Goals and Other Performance Goals.
(b) “Board” means the Board of Directors of the Company.
(c) “Certification Date” means the date on which the Committee certifies whether the Performance Goals have been met under the Performance Award Formula and whether any reductions in the Maximum Awards should be made on account of the degree of achievement of the Other Performance Goals.
(d) “Committee” means a committee of one or more members of the Board appointed by the Board pursuant to the Plan; provided, however, that for purposes of administering the Plan with respect to Designated Participants who are or may be deemed “covered employees” (as defined for purposes of Section 162(m) of the Code), the “Committee” will be composed of two or more members of the Board, each of whom is an “outside director” for purposes of Section 162(m) of the Code.
(e) “Disability” means, with respect to a Designated Participant, the inability of such Designated Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, as provided in Section 22(e)(3) and 409A(a)(2)(c)(i) of the Code.
(f) “Designated Participant” means a key Employee of the Company or any other Participating Company who is designated by the Committee in writing to participate in the Program.
(g) “Maximum Award” means the maximum number of shares of Stock that may be credited to a Designated Participant under the Program in respect of a specified Performance Period if the applicable Performance Goals are achieved at the levels set by the Committee during the applicable Performance Period and the Designated Participant continues to render Service to the Company or any other Participating Company during the entire Performance Period.
(h) “Other Performance Goal” means a Performance Goal established by the Committee pursuant to Section 9.3 of the Plan that is used to determine any reduction in the Maximum Award.
(i) “Performance Period” means the period of time selected by the Committee over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Designated Participant’s right to an Actual Award. At the discretion of the Committee, a Performance Period may be divided into shorter periods (for example, fiscal quarters of the Company) over which the attainment of one or more Performance Goals will be measured.
3. How Awards Are Earned Under the Program.
(a) General Program Description. The Program provides the opportunity for certain key Employees to earn shares of Stock based on the performance of the Company. In general, the Committee will select certain key Employees to participate in the Program at the beginning of a Performance Period. Upon selection to participate in the Program, each such Designated Participant will be granted a Maximum Award equal to the number of shares of Stock that can be earned as an Actual Award by such Designated Participant if (i) specified levels of applicable Performance Goals are achieved during the Performance Period, (ii) the Committee does not reduce the Maximum Award on account of the degree of achievement of applicable Other Performance Goals, and (iii) the Designated Participant continues to render Service to the Company or any other Participating Company during the entire Performance Period and any subsequent additional vesting period. If the Committee does reduce the Maximum Award on account of the degree of achievement of applicable Other Performance Goals, the Designated Participant will be eligible to earn only a portion (or none) of the shares of Stock subject to the Maximum Award; provided, however, that (i) if the specified level of Performance Goals is not achieved during the Performance Period, the Designated Participant will not earn any shares of Stock, and (ii) the maximum number of shares of Stock that a Designated Participant may earn as an Actual Award will in no event exceed the Maximum Award. The methodology for the operation of the Program in terms of establishing the Maximum Award based on the levels of achievement of the Performance Goals and the determination of whether the Maximum Award, or some portion of it, will become payable to a Designated Participant as an Actual Award in respect of a Performance Period is set forth in the attached Exhibit A. As required by Section 5.4(b)(iii) of the Plan and in accordance with Section 162(m) of the Code, in no event may a Maximum Award be granted to a Designated Participant such that the number of shares of Stock that could be earned by such Designated Participant as an Actual Award would exceed two hundred thousand (200,000) shares of Stock for each full fiscal year of the Company contained in the Performance Period for such Actual Award (subject to adjustment as provided in Section 4.2 of the Plan).
(b) Designated Participants. Each key Employee of the Company or any other Participating Company who is designated by the Committee in writing for participation in the Program for a particular Performance Period will be eligible for a Maximum Award with respect to such Performance Period. The Committee may designate a key Employee who commences Service after the beginning of a particular Performance Period as eligible to receive a prorated Maximum Award for such Performance Period. The determination as to whether an individual is a Designated Participant will be
made by the Committee, in its sole discretion, and such determination will be binding and conclusive on all persons.
No Employee will have any right to be a Designated Participant in the Program, to continue as a Designated Participant, or to be granted a Maximum Award or to earn an Actual Award under the Program. The Company is not obligated to give uniform treatment (e.g., number of shares subject to Maximum Awards) to Employees or Designated Participants under the Program. Participation in the Program as to a particular Performance Period does not convey any right to participate in the Program as to any other Performance Period.
(c) Performance Goals and Other Performance Goals. The Performance Goals for a particular Performance Period and Other Performance Goals, if applicable, and their relative weights, will be determined by the Committee, in its sole discretion. The Committee also may establish, in its sole discretion, Performance Goals and Other Performance Goals for annual, quarterly or other periods within the applicable Performance Period. The Performance Goals and Other Performance Goals for a Performance Period or for shorter periods within a Performance Period are not required to be identical to the Performance Goals and Other Performance Goals for any other Performance Period or shorter period within a Performance Period. The Committee may establish Performance Goals and Other Performance Goals for the Company that differ from those established for one or more other Participating Companies and may establish different Performance Goals and Other Performance Goals for each Designated Participant or for groups of Designated Participants.
4. Other Program Provisions.
(a) Distribution of Actual Awards. Assessment of actual performance, determination of Actual Awards and the distribution of shares of Stock in respect of Actual Awards will be subject to (i) certification by the Committee that the applicable Performance Goals and other terms of the Program have been met, (ii) the Committee’s determination as to the appropriate reductions, if any, in the amounts of the Maximum Awards in arriving at the amounts of the Actual Awards, based on the levels of achievement of applicable Other Performance Goals, and (iii) the completion of any subsequent additional vesting period. Unless an Actual Award provides otherwise, shares of Stock that are credited to a Designated Participant as an Actual Award will be distributed to the Designated Participant (or the Designated Participant’s heirs in the case of death) within thirty (30) days following the applicable vesting date. Notwithstanding the foregoing, if the Company has provided a Designated Participant with a plan or program by which to defer distribution of such shares of Stock and the Designated Participant has made an effective election to defer such distribution under such plan or program, such shares will be distributed to the Designated Participant (or the Designated Participant’s heirs in the case of death) in accordance with such election. The Company will withhold shares of Stock otherwise deliverable to the Designated Participant in satisfaction of any federal, state or local tax withholding obligation relating to the delivery of Stock under the Actual Award, but the Company will not withhold a number of shares with a fair market value in excess of the applicable tax withholdings determined by application of the minimum required statutory rates.
(b) Employment and Termination. In order to receive shares of Stock in respect of an Actual Award under the Program, a Designated Participant must continue to render Service to the Company or any other Participating Company during the entire Performance Period, and for any subsequent additional vesting period, except as otherwise provided under the terms of the applicable award agreement.
(c) No Employment or Service Rights. Nothing in the Program or any instrument executed or Award granted pursuant to the Program will (i) confer upon any Employee or Designated Participant any right to continue to be retained in the employ or service of the Company or any other Participating Company, (ii) change the at-will employment relationship between the Company or any other Participating Company and an Employee or Designated Participant, or (iii) interfere with the right of the Company or any other Participating Company to discharge any Employee, Designated Participant or other person at any time, with or without cause, and with or without advance notice.
(d) Program Administration. The Committee will be responsible for all decisions and recommendations regarding Program administration and retains final authority regarding all aspects of Program administration, the resolution of any disputes, and application of the Program in any respect to a Designated Participant. All determinations and interpretations made by the Committee in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons. The Committee may, without notice, amend, suspend or terminate the Program; provided, however, that no such action may adversely affect any then outstanding Award unless (i) expressly provided by the Committee and (ii) with the consent of the Participant, unless such action is necessary to comply with any applicable law, regulation or rule.
(e) Stockholder Rights. No Designated Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to a Maximum Award (including, without limitation, the right to receive dividends) unless and until such Designated Participant has received an Actual Award under the Program, has vested in the shares subject to the Actual Award and has received delivery of such shares; provided, however, that a plan or program by which receipt of shares of Stock in respect of an Actual Award may be deferred may provide for the crediting of dividend equivalent rights.
(f) Recoupment. Any amounts paid under this Program will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company.
(g) Validity. If any provision of the Program is held invalid, void, or unenforceable, the same will not affect, in any respect whatsoever, the validity of any other provision of the Program.
(h) Governing Plan Document. The Program is subject to all the provisions of the Plan and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted by the Committee, the Board or the Company pursuant to the Plan. In the event of any conflict between the provisions of this Program and those of the Plan, the provisions of the Plan will control.
Exhibit 10.3
2012 PERFORMANCE SHARE PROGRAM
AWARD CALCULATION METHODOLOGY
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Parameter |
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Description | ||||||||
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Designated Participants |
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Vice Presidents and above (or equivalent) as designated by the Committee. | ||||||||
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Performance Period |
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The Company’s 2012 fiscal year. | ||||||||
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Award Agreement |
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A Maximum Award (equal to 150% of the target award) for each Designated Participant will be approved by the Committee and set forth in each Designated Participant’s Award Agreement. | ||||||||
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Performance Goal |
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The Company must achieve an initial threshold level of performance (the “Performance Goal”) in order for any Performance Shares to be earned. The Performance Goal is the achievement of at least 80% of the GAAP revenue target set forth in the Board-approved 2012 annual operating plan, disregarding the effects of any material acquisitions not incorporated into the operating plan, as set forth in the annual operating plan approved by Adobe’s Board of Directors at the beginning of the fiscal year.
· If the Performance Goal is not met, no Performance Shares will be earned under the Program.
· If the Performance Goal is met, Designated Participants will be credited with their Maximum Awards, subject to a reduction based on the achievement of Other Performance Goals which will determine the Actual Award earned. | ||||||||
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Other Performance Goals |
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The Other Performance Goals are the six sets of strategic objectives approved by the Committee. | ||||||||
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Actual Award Determination |
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The Maximum Award will be reduced to equal the number of Performance Shares earned as an Actual Award based on the achievement of the Other Performance Goals. For each set of Other Performance Goals: | ||||||||
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Other |
x |
Number of |
x |
Other |
= |
Actual |
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· The six sets of Other Performance Goals have weightings ranging from 10% to 25%, as determined by the Committee
· The Other Performance Goal Achievement % for each Other Performance Goal is capped at 150%.
The Actual Award earned equals the sum of the Actual Performance Shares determined using the equation above for all of the Other Performance Goals. Any partial share of an Actual Award will be rounded up to the next whole share, but in no event will such rounding result in an Actual Award greater than the Maximum Award. | ||||||||
Exhibit 10.4
ADOBE SYSTEMS INCORPORATED
EXECUTIVE ANNUAL INCENTIVE PLAN
FISCAL YEAR 2012
Purpose:
As part of the total compensation program, Adobe has designed an annual cash-based incentive plan for its 2012 fiscal year for certain executive officers. This Executive Annual Incentive Plan for Fiscal Year 2012 (“AIP”) is designed to drive revenue growth and operating profits, encourage accountability, drive execution of long-term strategy and annual operating plan objectives, and recognize and reward executives upon the achievement of our objectives. This AIP operates under, and is subject to the terms of, the Adobe Systems Incorporated Executive Cash Performance Bonus Plan (the “Master Bonus Plan”) that was approved by Adobe’s Executive Compensation Committee in January 2011 and by Adobe’s stockholders in April 2011. Capitalized terms not defined herein have the meanings set forth in the Master Bonus Plan.
Eligibility:
Executive officers of the Company who are employed (full time or part time) during Adobe’s 2012 fiscal year (the “Performance Period”), who are at least Senior Vice President level, who are regular employees of Adobe at the end of the Performance Period and who remain employees of Adobe through the date the Actual Award is paid are eligible to participate in the AIP. If an executive officer is hired after the beginning of the AIP Performance Period and the Committee determines that such executive should be eligible to earn compensation under the AIP, the executive officer’s Target Award will be pro-rated based on the actual earned salary during the AIP Performance Period — that is, the Target Award will be calculated by reference to actual salary earned during the AIP Performance Period. Unless the Executive Compensation Committee explicitly determines otherwise in a manner that complies with the requirements of Section 162(m) (in which case such determination shall govern), if the executive officer’s salary and/or AIP annual bonus target percent changes during the AIP Performance Period, the officer’s Target Award will be pro-rated based on those adjusted figures as follows: the Target Award will be based on the number of business days in the AIP Performance Period with the former AIP annual bonus target percent/earned salary and the number of business days in the AIP Performance Period with the new AIP annual bonus target percent/earned salary. If the executive’s employment terminates before the date the Actual Award is paid, the executive will not be eligible for a bonus payment, or any portion of a bonus payment, except as provided in an applicable severance plan or in an individual retention agreement with an executive. If an executive is on a leave of absence for the entire AIP Performance Period, the executive is not eligible for an AIP bonus. If the executive officer is on a leave of absence for a portion of the AIP Performance Period, the officer will be eligible for a bonus under the AIP based on actual salary earned during the Performance Period (exclusive of any salary replacement benefits paid during the leave via insurance) — that is, the Target Award will be calculated by reference to the actual salary earned during the AIP Performance Period.
Employees Covered by Internal Revenue Code Section 162(m):
Notwithstanding the foregoing eligibility provisions, to the extent it determines to be necessary or desirable to achieve full deductibility of bonus compensation awarded under the AIP, the Committee, in its sole discretion, (i) may exclude from participation under the AIP those individuals who are or who may likely be “covered employees” under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”) whose employment in an eligible position commenced after the Committee established the Threshold Goal (described below), which generally will be a date not later than the 90th day of the AIP Performance Period and (ii) may take other actions as necessary to ensure deductibility of the compensation paid under the AIP.
HOW THE AIP WORKS
AIP Components:
Target Award, Maximum Award, Threshold Goal, Corporate Result, Individual Result, and Actual Award
Target Award:
An annual bonus target percent is designated for each eligible participant by the Committee. Each participant’s Actual Award (as defined below) is calculated, in part (as further described below), by reference to his or her “Target Award.” The Target Award equals the product of the annual bonus target percent and the actual base salary earned by the participant in the fiscal year. For example, a Senior Vice President whose annual bonus target percent is 60% and whose actual earned annual base salary is $400,000 would have his Actual Award calculated by reference to a Target Award of $240,000 ($400,000 x 60%). The Target Award is the amount that would be earned under the AIP upon achievement at the 100% level of both the Corporate Result and the Individual Result (provided the Threshold Goal is attained).
Maximum Award:
No executive may earn a bonus in respect of the Performance Period in excess of 200% of his or her Target Award (“Maximum Award”), which in no event will exceed $5 million.
Funding the Bonus Pool:
If the Threshold Goal is attained, the AIP will be funded at 200% of the Target Award for all participants, and each participant will be credited with the Maximum Award. The Company is under no obligation to pay out the entire funding of the bonus pool.
The Threshold Goal is defined as achievement during the Performance Period of at least 90% of the Company’s budgeted GAAP revenue target (“GAAP Revenue”), disregarding the effects of any material acquisitions not incorporated into the operating plan, as set forth in the annual operating plan approved by Adobe’s Board of Directors at the beginning of the fiscal year. If the Company does not achieve the Threshold Goal, the AIP will not be funded and eligible executives will earn no bonus under the AIP. If the Company achieves the Threshold Goal, executives will be credited with their Maximum Award that will be adjusted downward to the Actual Award.
Determination of Actual Award:
Upon the funding of the AIP and crediting of the Maximum Award, the Company will determine the actual award earned by that participant (the “Actual Award”) by reducing the Maximum Award based on (i) achievement against specific Company financial goals, as reflected by the calculation of the Corporate Result (defined below), and (ii) achievement against individual performance goals reflected by the calculation of the Individual Result (defined below). In addition, the Actual Award is subject to further adjustment as described below under “Additional Adjustments to Actual Awards.”
Specifically, each executive’s Actual Bonus under the AIP is reduced from the Maximum Award based on a formula that multiplies the executive’s Target Award by 1) the Corporate Result, and 2) that executive’s Individual Result.
Corporate Result:
If the Company has achieved the Threshold Goal, the “Corporate Result” (expressed as a percentage not to exceed 200%) is determined by calculating the applicable percentage under the AIP matrix (attached) based on the Company’s achievement of both (1) Adjusted Non-GAAP Operating Profit (that is, GAAP operating profit, adjusted to include the operating profit associated with shippable backlog at the end of the fiscal year and to exclude (i) any annual incentive plan payments, (ii) the effects of any material
acquisitions not incorporated into the operating plan, (iii) the impact of stock-based compensation expense, (iv) deferred compensation expense, (v) restructuring and other charges, and (vi) amortization of purchased intangibles, technology license arrangements and incomplete technology) and (2) Adjusted Revenue (that is, GAAP Revenue, adjusted to reflect shippable backlog at the end of the fiscal year and to disregard the effects of any material acquisitions not incorporated into the operating plan). Achievement of Adjusted Non-GAAP Operating Profit and Adjusted Revenue is determined by reference to the respective targets for such measures set forth in the annual operating plan approved by Adobe’s Board of Directors at the beginning of the fiscal year. The Company may exercise negative discretion to reduce the Corporate Result, in its sole discretion. The Corporate Result Percentage is zero, and each participant’s Maximum Award is reduced to zero, if Adobe achieves less than 75% of its Adjusted Non-GAAP Operating Profit target or less than 90% of its Adjusted Revenue target. No participant will earn an Actual Award under the AIP in excess of his or her Target Award unless the Corporate Result exceeds 100%.
Individual Result:
The Committee, in consultation with the CEO (other than with respect to his own performance), determines each participant’s “Individual Result” multiplier (expressed as a percentage not to exceed 100%), based in part on that executive’s achievement of certain goals selected for such executive at the beginning of the AIP Performance Period, with such goals weighted in the sole discretion of the Committee. If the Corporate Result exceeds 100%, the Individual Result multiplier may also reflect, in the Committee’s discretion, the individual’s contribution toward the achievement of the Corporate Result level in excess of 100%.
Additional Adjustments to Actual Awards:
A 5% reduction will be applied to the Actual Award otherwise earned by any executive who fails to meet the annual performance appraisal submission deadline. A separate 5% reduction will be applied to the Actual Award that would otherwise be earned by any executive who fails to timely complete mandatory training during the fiscal year.
Administration:
Actual Awards earned are paid on an annual basis approximately 45-60 days after fiscal year-end, but in all cases in compliance with the short term deferral exception from Section 409A of the Internal Revenue Code of 1986, as amended. Participation in the AIP is at the discretion of the Committee, in consultation with Company management. The Company reserves the right to interpret and to make changes to or withdraw the AIP at any time, subject to applicable legal requirements. All terms and conditions of the AIP are subject to compliance with applicable law.
Recoupment:
Any amounts paid under the AIP will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company.
AIP CORPORATE RESULT MATRIX:
|
AIP Matrix |
|
|
|
90% Gate |
|
Revenue |
| ||||||||||||||||||||||||||||||||||||||||
|
Operting Profit $s |
|
90% |
|
91% |
|
92% |
|
93% |
|
94% |
|
95% |
|
96% |
|
97% |
|
98% |
|
99% |
|
|
100% |
|
|
101% |
|
102% |
|
103% |
|
104% |
|
105% |
|
106% |
|
107% |
|
108% |
|
109% |
|
110% |
| ||
|
75% Gate |
|
125 |
% |
166 |
% |
168 |
% |
169 |
% |
171 |
% |
173 |
% |
175 |
% |
176 |
% |
178 |
% |
180 |
% |
182 |
% |
|
183 |
% |
|
186 |
% |
189 |
% |
192 |
% |
195 |
% |
198 |
% |
200 |
% |
200 |
% |
200 |
% |
200 |
% |
200 |
% |
|
|
|
124 |
% |
163 |
% |
164 |
% |
166 |
% |
168 |
% |
170 |
% |
171 |
% |
173 |
% |
175 |
% |
177 |
% |
178 |
% |
|
180 |
% |
|
183 |
% |
186 |
% |
189 |
% |
192 |
% |
194 |
% |
197 |
% |
200 |
% |
200 |
% |
200 |
% |
200 |
% |
|
|
|
123 |
% |
159 |
% |
161 |
% |
163 |
% |
164 |
% |
166 |
% |
168 |
% |
170 |
% |
171 |
% |
173 |
% |
175 |
% |
|
177 |
% |
|
180 |
% |
182 |
% |
185 |
% |
188 |
% |
191 |
% |
194 |
% |
197 |
% |
200 |
% |
200 |
% |
200 |
% |
|
|
|
122 |
% |
156 |
% |
158 |
% |
159 |
% |
161 |
% |
163 |
% |
165 |
% |
166 |
% |
168 |
% |
170 |
% |
172 |
% |
|
173 |
% |
|
176 |
% |
179 |
% |
182 |
% |
185 |
% |
188 |
% |
191 |
% |
193 |
% |
196 |
% |
199 |
% |
200 |
% |
|
|
|
121 |
% |
153 |
% |
154 |
% |
156 |
% |
158 |
% |
160 |
% |
161 |
% |
163 |
% |
165 |
% |
167 |
% |
168 |
% |
|
170 |
% |
|
173 |
% |
176 |
% |
179 |
% |
182 |
% |
184 |
% |
187 |
% |
190 |
% |
193 |
% |
196 |
% |
199 |
% |
|
|
|
120 |
% |
149 |
% |
151 |
% |
153 |
% |
154 |
% |
156 |
% |
158 |
% |
160 |
% |
161 |
% |
163 |
% |
165 |
% |
|
167 |
% |
|
170 |
% |
172 |
% |
175 |
% |
178 |
% |
181 |
% |
184 |
% |
187 |
% |
190 |
% |
193 |
% |
196 |
% |
|
|
|
119 |
% |
146 |
% |
148 |
% |
149 |
% |
151 |
% |
153 |
% |
155 |
% |
156 |
% |
158 |
% |
160 |
% |
162 |
% |
|
163 |
% |
|
166 |
% |
169 |
% |
172 |
% |
175 |
% |
178 |
% |
181 |
% |
183 |
% |
186 |
% |
189 |
% |
192 |
% |
|
|
|
118 |
% |
143 |
% |
144 |
% |
146 |
% |
148 |
% |
150 |
% |
151 |
% |
153 |
% |
155 |
% |
157 |
% |
158 |
% |
|
160 |
% |
|
163 |
% |
166 |
% |
169 |
% |
172 |
% |
174 |
% |
177 |
% |
180 |
% |
183 |
% |
186 |
% |
189 |
% |
|
|
|
117 |
% |
139 |
% |
141 |
% |
143 |
% |
144 |
% |
146 |
% |
148 |
% |
150 |
% |
151 |
% |
153 |
% |
155 |
% |
|
157 |
% |
|
160 |
% |
162 |
% |
165 |
% |
168 |
% |
171 |
% |
174 |
% |
177 |
% |
180 |
% |
183 |
% |
186 |
% |
|
|
|
116 |
% |
136 |
% |
138 |
% |
139 |
% |
141 |
% |
143 |
% |
145 |
% |
146 |
% |
148 |
% |
150 |
% |
152 |
% |
|
153 |
% |
|
156 |
% |
159 |
% |
162 |
% |
165 |
% |
168 |
% |
171 |
% |
173 |
% |
177 |
% |
180 |
% |
183 |
% |
|
|
|
115 |
% |
133 |
% |
134 |
% |
136 |
% |
138 |
% |
140 |
% |
141 |
% |
143 |
% |
145 |
% |
147 |
% |
148 |
% |
|
150 |
% |
|
153 |
% |
156 |
% |
159 |
% |
162 |
% |
164 |
% |
167 |
% |
170 |
% |
173 |
% |
176 |
% |
180 |
% |
|
|
|
114 |
% |
129 |
% |
131 |
% |
133 |
% |
134 |
% |
136 |
% |
138 |
% |
140 |
% |
141 |
% |
143 |
% |
145 |
% |
|
147 |
% |
|
150 |
% |
152 |
% |
155 |
% |
158 |
% |
161 |
% |
164 |
% |
167 |
% |
170 |
% |
173 |
% |
176 |
% |
|
|
|
113 |
% |
126 |
% |
128 |
% |
129 |
% |
131 |
% |
133 |
% |
135 |
% |
136 |
% |
138 |
% |
140 |
% |
142 |
% |
|
143 |
% |
|
146 |
% |
149 |
% |
152 |
% |
155 |
% |
158 |
% |
161 |
% |
164 |
% |
167 |
% |
170 |
% |
173 |
% |
|
|
|
112 |
% |
123 |
% |
124 |
% |
126 |
% |
128 |
% |
130 |
% |
131 |
% |
133 |
% |
135 |
% |
137 |
% |
138 |
% |
|
140 |
% |
|
143 |
% |
146 |
% |
149 |
% |
152 |
% |
154 |
% |
157 |
% |
161 |
% |
164 |
% |
167 |
% |
170 |
% |
|
|
|
111 |
% |
119 |
% |
121 |
% |
123 |
% |
124 |
% |
126 |
% |
128 |
% |
130 |
% |
131 |
% |
133 |
% |
135 |
% |
|
137 |
% |
|
140 |
% |
142 |
% |
145 |
% |
148 |
% |
151 |
% |
154 |
% |
157 |
% |
161 |
% |
164 |
% |
167 |
% |
|
|
|
110 |
% |
116 |
% |
118 |
% |
119 |
% |
121 |
% |
123 |
% |
125 |
% |
126 |
% |
128 |
% |
130 |
% |
132 |
% |
|
133 |
% |
|
136 |
% |
139 |
% |
142 |
% |
145 |
% |
148 |
% |
151 |
% |
154 |
% |
157 |
% |
160 |
% |
164 |
% |
|
|
|
109 |
% |
113 |
% |
114 |
% |
116 |
% |
118 |
% |
120 |
% |
121 |
% |
123 |
% |
125 |
% |
127 |
% |
128 |
% |
|
130 |
% |
|
133 |
% |
136 |
% |
139 |
% |
142 |
% |
145 |
% |
148 |
% |
151 |
% |
154 |
% |
157 |
% |
160 |
% |
|
|
|
108 |
% |
109 |
% |
111 |
% |
113 |
% |
114 |
% |
116 |
% |
118 |
% |
120 |
% |
121 |
% |
123 |
% |
125 |
% |
|
127 |
% |
|
130 |
% |
132 |
% |
135 |
% |
138 |
% |
141 |
% |
145 |
% |
148 |
% |
151 |
% |
154 |
% |
157 |
% |
|
|
|
107 |
% |
106 |
% |
108 |
% |
109 |
% |
111 |
% |
113 |
% |
115 |
% |
116 |
% |
118 |
% |
120 |
% |
122 |
% |
|
123 |
% |
|
126 |
% |
129 |
% |
132 |
% |
135 |
% |
138 |
% |
141 |
% |
145 |
% |
148 |
% |
151 |
% |
154 |
% |
|
|
|
106 |
% |
103 |
% |
104 |
% |
106 |
% |
108 |
% |
110 |
% |
111 |
% |
113 |
% |
115 |
% |
117 |
% |
118 |
% |
|
120 |
% |
|
123 |
% |
126 |
% |
129 |
% |
132 |
% |
135 |
% |
138 |
% |
141 |
% |
145 |
% |
148 |
% |
151 |
% |
|
|
|
105 |
% |
99 |
% |
101 |
% |
103 |
% |
104 |
% |
106 |
% |
108 |
% |
110 |
% |
111 |
% |
113 |
% |
115 |
% |
|
117 |
% |
|
120 |
% |
122 |
% |
125 |
% |
129 |
% |
132 |
% |
135 |
% |
138 |
% |
141 |
% |
144 |
% |
148 |
% |
|
|
|
104 |
% |
96 |
% |
98 |
% |
99 |
% |
101 |
% |
103 |
% |
105 |
% |
106 |
% |
108 |
% |
110 |
% |
112 |
% |
|
113 |
% |
|
116 |
% |
119 |
% |
122 |
% |
125 |
% |
129 |
% |
132 |
% |
135 |
% |
138 |
% |
141 |
% |
144 |
% |
|
|
|
103 |
% |
93 |
% |
94 |
% |
96 |
% |
98 |
% |
100 |
% |
101 |
% |
103 |
% |
105 |
% |
107 |
% |
108 |
% |
|
110 |
% |
|
113 |
% |
116 |
% |
119 |
% |
122 |
% |
125 |
% |
129 |
% |
132 |
% |
135 |
% |
138 |
% |
141 |
% |
|
|
|
102 |
% |
89 |
% |
91 |
% |
93 |
% |
94 |
% |
96 |
% |
98 |
% |
100 |
% |
101 |
% |
103 |
% |
105 |
% |
|
107 |
% |
|
110 |
% |
113 |
% |
116 |
% |
119 |
% |
122 |
% |
125 |
% |
129 |
% |
132 |
% |
135 |
% |
138 |
% |
|
|
|
101 |
% |
86 |
% |
88 |
% |
89 |
% |
91 |
% |
93 |
% |
95 |
% |
96 |
% |
98 |
% |
100 |
% |
102 |
% |
|
103 |
% |
|
106 |
% |
110 |
% |
113 |
% |
116 |
% |
119 |
% |
122 |
% |
125 |
% |
129 |
% |
132 |
% |
135 |
% |
|
|
|
100 |
% |
83 |
% |
84 |
% |
86 |
% |
88 |
% |
90 |
% |
91 |
% |
93 |
% |
95 |
% |
97 |
% |
98 |
% |
|
100 |
% |
|
103 |
% |
106 |
% |
109 |
% |
113 |
% |
116 |
% |
119 |
% |
122 |
% |
125 |
% |
128 |
% |
132 |
% |
|
|
|
99 |
% |
79 |
% |
81 |
% |
83 |
% |
84 |
% |
86 |
% |
88 |
% |
90 |
% |
91 |
% |
93 |
% |
95 |
% |
|
97 |
% |
|
100 |
% |
103 |
% |
106 |
% |
109 |
% |
113 |
% |
116 |
% |
119 |
% |
122 |
% |
125 |
% |
128 |
% |
|
|
|
98 |
% |
76 |
% |
78 |
% |
79 |
% |
81 |
% |
83 |
% |
85 |
% |
86 |
% |
88 |
% |
90 |
% |
92 |
% |
|
94 |
% |
|
97 |
% |
100 |
% |
103 |
% |
106 |
% |
109 |
% |
113 |
% |
116 |
% |
119 |
% |
122 |
% |
125 |
% |
|
|
|
97 |
% |
73 |
% |
74 |
% |
76 |
% |
78 |
% |
80 |
% |
81 |
% |
83 |
% |
85 |
% |
87 |
% |
88 |
% |
|
90 |
% |
|
94 |
% |
97 |
% |
100 |
% |
103 |
% |
106 |
% |
109 |
% |
113 |
% |
116 |
% |
119 |
% |
122 |
% |
|
|
|
96 |
% |
69 |
% |
71 |
% |
73 |
% |
74 |
% |
76 |
% |
78 |
% |
80 |
% |
81 |
% |
83 |
% |
85 |
% |
|
87 |
% |
|
90 |
% |
94 |
% |
97 |
% |
100 |
% |
103 |
% |
106 |
% |
109 |
% |
113 |
% |
116 |
% |
119 |
% |
|
|
|
95 |
% |
66 |
% |
68 |
% |
69 |
% |
71 |
% |
73 |
% |
75 |
% |
76 |
% |
78 |
% |
80 |
% |
82 |
% |
|
84 |
% |
|
87 |
% |
90 |
% |
93 |
% |
97 |
% |
100 |
% |
103 |
% |
106 |
% |
109 |
% |
112 |
% |
116 |
% |
|
|
|
94 |
% |
63 |
% |
64 |
% |
66 |
% |
68 |
% |
70 |
% |
71 |
% |
73 |
% |
75 |
% |
77 |
% |
79 |
% |
|
81 |
% |
|
84 |
% |
87 |
% |
90 |
% |
93 |
% |
97 |
% |
100 |
% |
103 |
% |
106 |
% |
109 |
% |
112 |
% |
|
|
|
93 |
% |
59 |
% |
61 |
% |
63 |
% |
64 |
% |
66 |
% |
68 |
% |
70 |
% |
71 |
% |
73 |
% |
76 |
% |
|
78 |
% |
|
81 |
% |
84 |
% |
87 |
% |
90 |
% |
93 |
% |
97 |
% |
100 |
% |
103 |
% |
106 |
% |
109 |
% |
|
|
|
92 |
% |
56 |
% |
58 |
% |
59 |
% |
61 |
% |
63 |
% |
65 |
% |
66 |
% |
68 |
% |
70 |
% |
72 |
% |
|
74 |
% |
|
78 |
% |
81 |
% |
84 |
% |
87 |
% |
90 |
% |
93 |
% |
97 |
% |
100 |
% |
103 |
% |
106 |
% |
|
|
|
91 |
% |
53 |
% |
54 |
% |
56 |
% |
58 |
% |
60 |
% |
61 |
% |
63 |
% |
65 |
% |
67 |
% |
69 |
% |
|
71 |
% |
|
74 |
% |
78 |
% |
81 |
% |
84 |
% |
87 |
% |
90 |
% |
93 |
% |
97 |
% |
100 |
% |
103 |
% |
|
|
|
90 |
% |
49 |
% |
51 |
% |
53 |
% |
54 |
% |
56 |
% |
58 |
% |
60 |
% |
62 |
% |
64 |
% |
66 |
% |
|
68 |
% |
|
71 |
% |
74 |
% |
77 |
% |
81 |
% |
84 |
% |
87 |
% |
90 |
% |
93 |
% |
96 |
% |
100 |
% |
|
|
|
89 |
% |
46 |
% |
48 |
% |
49 |
% |
51 |
% |
53 |
% |
55 |
% |
57 |
% |
59 |
% |
61 |
% |
63 |
% |
|
65 |
% |
|
68 |
% |
71 |
% |
74 |
% |
77 |
% |
81 |
% |
84 |
% |
87 |
% |
90 |
% |
93 |
% |
96 |
% |
|
|
|
88 |
% |
43 |
% |
44 |
% |
46 |
% |
48 |
% |
50 |
% |
51 |
% |
53 |
% |
55 |
% |
57 |
% |
60 |
% |
|
62 |
% |
|
65 |
% |
68 |
% |
71 |
% |
74 |
% |
77 |
% |
81 |
% |
84 |
% |
87 |
% |
90 |
% |
93 |
% |
|
|
|
87 |
% |
39 |
% |
41 |
% |
43 |
% |
44 |
% |
46 |
% |
48 |
% |
50 |
% |
52 |
% |
54 |
% |
56 |
% |
|
58 |
% |
|
62 |
% |
65 |
% |
68 |
% |
71 |
% |
74 |
% |
77 |
% |
81 |
% |
84 |
% |
87 |
% |
90 |
% |
|
|
|
86 |
% |
36 |
% |
38 |
% |
39 |
% |
41 |
% |
43 |
% |
45 |
% |
47 |
% |
49 |
% |
51 |
% |
53 |
% |
|
55 |
% |
|
58 |
% |
62 |
% |
65 |
% |
68 |
% |
71 |
% |
74 |
% |
77 |
% |
81 |
% |
84 |
% |
87 |
% |
|
|
|
85 |
% |
33 |
% |
34 |
% |
36 |
% |
38 |
% |
40 |
% |
42 |
% |
44 |
% |
46 |
% |
48 |
% |
50 |
% |
|
52 |
% |
|
55 |
% |
58 |
% |
61 |
% |
65 |
% |
68 |
% |
71 |
% |
74 |
% |
77 |
% |
80 |
% |
84 |
% |
|
|
|
84 |
% |
29 |
% |
31 |
% |
33 |
% |
34 |
% |
36 |
% |
39 |
% |
41 |
% |
43 |
% |
45 |
% |
47 |
% |
|
49 |
% |
|
52 |
% |
55 |
% |
58 |
% |
61 |
% |
65 |
% |
68 |
% |
71 |
% |
74 |
% |
77 |
% |
80 |
% |
|
|
|
83 |
% |
26 |
% |
28 |
% |
29 |
% |
31 |
% |
33 |
% |
35 |
% |
37 |
% |
39 |
% |
41 |
% |
44 |
% |
|
46 |
% |
|
49 |
% |
52 |
% |
55 |
% |
58 |
% |
61 |
% |
65 |
% |
68 |
% |
71 |
% |
74 |
% |
77 |
% |
|
|
|
82 |
% |
23 |
% |
24 |
% |
26 |
% |
28 |
% |
30 |
% |
32 |
% |
34 |
% |
36 |
% |
38 |
% |
40 |
% |
|
42 |
% |
|
46 |
% |
49 |
% |
52 |
% |
55 |
% |
58 |
% |
61 |
% |
65 |
% |
68 |
% |
71 |
% |
74 |
% |
|
|
|
81 |
% |
19 |
% |
21 |
% |
23 |
% |
25 |
% |
27 |
% |
29 |
% |
31 |
% |
33 |
% |
35 |
% |
37 |
% |
|
39 |
% |
|
42 |
% |
46 |
% |
49 |
% |
52 |
% |
55 |
% |
58 |
% |
61 |
% |
65 |
% |
68 |
% |
71 |
% |
|
|
|
80 |
% |
16 |
% |
18 |
% |
20 |
% |
22 |
% |
24 |
% |
26 |
% |
28 |
% |
30 |
% |
32 |
% |
34 |
% |
|
36 |
% |
|
39 |
% |
42 |
% |
45 |
% |
49 |
% |
52 |
% |
55 |
% |
58 |
% |
61 |
% |
64 |
% |
68 |
% |
|
|
|
79 |
% |
13 |
% |
14 |
% |
16 |
% |
18 |
% |
20 |
% |
23 |
% |
25 |
% |
27 |
% |
29 |
% |
31 |
% |
|
33 |
% |
|
36 |
% |
39 |
% |
42 |
% |
45 |
% |
49 |
% |
52 |
% |
55 |
% |
58 |
% |
61 |
% |
64 |
% |
|
|
|
78 |
% |
9 |
% |
11 |
% |
13 |
% |
15 |
% |
17 |
% |
19 |
% |
21 |
% |
23 |
% |
25 |
% |
28 |
% |
|
30 |
% |
|
33 |
% |
36 |
% |
39 |
% |
42 |
% |
45 |
% |
49 |
% |
52 |
% |
55 |
% |
58 |
% |
61 |
% |
|
|
|
77 |
% |
6 |
% |
8 |
% |
10 |
% |
12 |
% |
14 |
% |
16 |
% |
18 |
% |
20 |
% |
22 |
% |
24 |
% |
|
26 |
% |
|
30 |
% |
33 |
% |
36 |
% |
39 |
% |
42 |
% |
45 |
% |
49 |
% |
52 |
% |
55 |
% |
58 |
% |
|
|
|
76 |
% |
3 |
% |
5 |
% |
7 |
% |
9 |
% |
11 |
% |
13 |
% |
15 |
% |
17 |
% |
19 |
% |
21 |
% |
|
23 |
% |
|
26 |
% |
30 |
% |
33 |
% |
36 |
% |
39 |
% |
42 |
% |
45 |
% |
49 |
% |
52 |
% |
55 |
% |
|
|
|
75 |
% |
0 |
% |
2 |
% |
4 |
% |
6 |
% |
8 |
% |
10 |
% |
12 |
% |
14 |
% |
16 |
% |
18 |
% |
|
20 |
% |
|
23 |
% |
26 |
% |
29 |
% |
33 |
% |
36 |
% |
39 |
% |
42 |
% |
45 |
% |
48 |
% |
52 |
% |