THIS NONCOMPETITION AGREEMENT ("Noncompetition Agreement") is being executed
and delivered as of June 24, 2005, byROBERT K. BURGESS ("Stockholder"), in favor of, and for the
benefit of: ADOBE SYSTEMS INCORPORATED, a Delaware corporation
("Parent"); MACROMEDIA, INC. (the "Company"); and the other Beneficiaries (as defined in
Section 19). Certain capitalized terms used but not otherwise defined in this Noncompetition Agreement
have the meanings set forth in Section 19.
A. Stockholder is a key employee, stockholder, optionholder and/or other security holder of the
Company and has obtained extensive and valuable knowledge and confidential information concerning
the business of the Company and its Affiliates.
B. Concurrently with the execution and delivery of this Noncompetition Agreement, Parent, Avner
Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"),
and the Company are entering into an Agreement and Plan