MACROMEDIA, INC.
                              EMPLOYMENT AGREEMENT
 
         This Agreement is made effective this 25th day of August 1996, between
Macromedia, Inc., a Delaware corporation ("Macromedia"), and Robert K. Burgess
("Executive").
 
         WHEREAS, Macromedia is engaged in the business of developing and
marketing certain computer software; and
 
         WHEREAS, Macromedia desires to secure the services of Executive as
President, and Executive desires to perform such services for Macromedia, on the
terms and conditions as set forth herein;
 
         NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements set forth below, it is mutually agreed as follows:
 
         1. Duties. Executive shall have such duties as the Board of Directors
of Macromedia may from time to time prescribe consistent with his position as
President of Macromedia. Executive shall devote his full time, attention,
energies and best efforts to the business of Macromedia based in San Francisco,
California, and shall not during his period of employment as President of
Macromedia engage in any other business activity, whether or not such business
activity is pursued for gain, profit of other pecuniary advantage; provided,
however, that for the period of time, not to exceed ninety days, as is necessary
for Executive to receive any required immigration visa, Executive shall perform
such duties in Toronto, Canada. In addition, Macromedia shall assist and support
Executive in his on-going efforts to obtain Permanent Resident status for
himself and his family.
 
         This Section 1 shall not be construed as preventing Executive from
investing his assets in such form and manner as will not require any substantial
services on his part in the operation of the affairs of the business entities in
which such investments are made.
 
         The Board of Directors will elect Executive to the Board of Directors
at its first meeting following Executive's commencement of employment, and
Macromedia shall use its best efforts to have Executive elected and re-elected
to the Board at each Annual Stockholders Meeting held during his period of
service as President of Macromedia.
 
         Executive and the Chief Executive Officer of Macromedia shall carry out
their respective duties and responsibilities for Macromedia in partnership, and
Executive shall report directly to the Board of Directors.
 
         2. Compensation. Macromedia shall pay and Executive shall accept as
full consideration for the services to be rendered hereunder compensation
consisting of the following:
 
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         2.1 Base Salary. $300,000 per year in base salary, payable in
installments twice per month, with such deductions or withholdings which are
required by law.
 
         2.2 Bonus. A target bonus of $200,000 per year based on attainment of
100% of the Macromedia Executive Bonus Plan objectives, with a total bonus
potential of up to $480,000 per year based on attainment of specified hurdles in
excess of 100% of the Macromedia Executive Bonus Plan objectives, as established
each year by the Board of Directors. The Macromedia Executive Bonus Plan
objectives for fiscal 1997 are attached as Exhibit A. For Executive's initial
year of employment, Executive will be guaranteed total base salary and bonus of
at least $500,000. The $200,000 guaranteed bonus payment for such initial year
of employment shall be paid in four equal quarterly installments at the end of
each fiscal quarter of Macromedia, beginning with the last day of the fiscal
quarter commencing October 1, 1996. In addition, Macromedia will pay Executive
an amount equal to (i) $100,000 or (ii) the sum of (A) any moving expenses
necessary to relocate from Canada to California (excluding costs associated with
any sale or purchase of a principal residence), together with a tax gross-up on
any non-deductible expenses and (B) any fees for legal, accounting and tax
advice associated with immigration to the United States, the negotiation and
execution of this Agreement and Executive's resignation from his current
employer and transition to the employ of Macromedia. Executive shall, upon
completion of 30 days of employment at Macromedia, elect which of the foregoing
amounts he is to receive; provided that Executive will be required to repay this
amount if Executive voluntarily terminates employment with Macromedia other than
for Good Reason, as set forth in Section 7.3, within one year of the effective
date of this Agreement. Such repayment obligation shall decrease proportionately
based on the number of months divided by twelve that Executive is employed as
President of Macromedia.
 
         2.3 Stock Options. Macromedia has granted Executive a non-qualified
option to purchase 1,000,000 shares of Macromedia common stock. The exercise
price for such option will be the fair market value of Macromedia common stock
on the date of grant. The option will have a maximum term of ten (10) years,
subject to earlier termination 180 days after the later of (i) the date of
Executive's termination of service with Macromedia or any successor entity or
(ii) the date all further vesting in Executive's options pursuant to this
Agreement (including Section 7 hereof) ceases, subject, however, to any longer
exercise period provided under Section 8. The option will vest as to 25% of the
option shares (250,000 shares) at the end of twelve (12) full months of
continuous service with Macromedia. Thereafter the option will vest in a series
of thirty-six (36) successive equal monthly installments over Executive's period
of service with Macromedia, with each monthly installment equal to 2.08% of the
total number of shares in the option (20,833.33 shares) on the last day of each
month over the thirty-six (36) month period. For purposes of such option, the
Executive will be deemed to continue in service with Macromedia for so long as
he renders services as an employee, director or independent consultant to
Macromedia or any parent or subsidiary corporation. Macromedia shall register
the shares issuable under the option on a Form S-8 registration statement prior
to the initial vesting date thereunder and shall keep such registration
statement in effect for the entire period the option thereafter remains
outstanding. The stock option shall be evidenced by the stock option agreement
attached as Exhibit B and shall contain terms no less favorable than the terms
in effect
 
 
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for employee nonqualified stock options granted under the Macromedia 1992 Equity
Incentive Plan.
 
                  2.4 Indemnification. In the event Executive is made, or
threatened to be made, a party to any legal action or proceeding, whether civil
or criminal, by reason of the fact that Executive is or was a director or
officer of Macromedia or serves or served any other corporation fifty percent
(50%) or more owned or controlled by Macromedia in any capacity at Macromedia's
request, Executive shall be indemnified by Macromedia, and Macromedia shall pay
Executive's related expenses when and as incurred, all to the fullest extent
permitted by law.
 
         3. Benefits. Executive shall be entitled to and shall receive such
pension, profit sharing and fringe benefits such as hospitalization, medical,
life and other insurance benefits, vacation, sick pay and short-term disability
as the Board of Directors of Macromedia may, from time to time, determine to
provide for the key Executives of Macromedia.
 
         4. Relocation Expenses. Macromedia will provide Executive with a
recourse loan of up to $2,000,000, at an interest rate of 6.0% to refinance
Executive's residence in the Bay Area. The loan shall be secured by Executive's
residence. All interest accrued and the principal on the loan will be due and
payable three years from the date of the loan. If Executive terminates
employment with Macromedia for any reason or sells his residence prior to the
end of such three year period, all interest accrued and principal on the loan
will become immediately due and payable 180 days after such termination or (if
earlier) immediately upon such sale.
 
         5. Executive Proprietary Information and Inventions Agreement. As part
of the consideration between the parties for this Agreement, Executive hereby
agrees to enter into Macromedia's Proprietary Information and Inventions
Agreement attached as Exhibit C contemporaneously with the execution of this
Agreement.
 
         6. Termination. Executive's employment as President of Macromedia shall
terminate immediately upon Executive's receipt of written notice by Macromedia,
upon Macromedia's receipt of written notice by Executive, or upon Executive's
death.
 
                  6.1 Surrender of Records and Property. At the time of
termination, Executive shall deliver promptly 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 and which are
under Executive's possession and control.
 
         7. Benefits Upon Termination as President. Except in connection with a
termination for Cause (as defined in Subsection 7.2) or a voluntary termination
by Executive for other than Good Reason (as defined in Subsection 7.3),
Macromedia shall provide Executive with termination benefits upon his
termination by Macromedia as President of Macromedia irrespective of the cause
of the termination, as follows:
 
                  7.1 Termination Benefits. During a period of time beginning on
the date of Executive's termination as President of Macromedia and ending twelve
months from such date, 
 
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Executive's base salary at the time of termination shall continue to be paid by
Macromedia in installments twice per month with applicable deductions or
withholdings, and Executive shall also be entitled to quarterly bonus payments
at the target plan during that twelve-month period. Executive shall also be
entitled to participate in any plans or other employee benefit arrangements
which are generally available to employees or executives of Macromedia during
such period other than the Macromedia tax-qualified pension or profit-sharing
plans or the employee stock purchase plan. Under no circumstances shall
Macromedia be obligated to make any payments or continue benefits beyond the
twelve-month period after his termination by Macromedia as President of
Macromedia. Vesting on any stock options held by Executive shall continue
following Executive's termination by Macromedia as President of Macromedia for a
period of time equal to the greater of (i) twenty-four months reduced by the
number of months from the grant date of any such options to the date of
termination or (ii) twelve months, and such stock options shall vest monthly at
the rate of 20,833.33 per month retroactive to the grant date of such stock
options. Executive shall be retained as an employee on a leave of absence for
twelve months and as a consultant for the remaining portion, if any, of such
continued vesting period. Prior to the payment of any termination benefits under
this Section 7 or Section 8, Executive and Macromedia will enter into a mutual
general release; provided, however, that such release shall not extend to any
subsequent claims Executive may have with respect to those termination benefits
or continued option vesting.
 
                  7.2 Circumstances Under Which Termination Benefits Would Not
Be Paid. Macromedia shall not be obligated to pay Executive the termination
benefits or continue the option vesting described in Subsection 7.1 above if
Executive's employment as President of Macromedia is terminated for Cause. For
purposes of this Agreement, "Cause" shall be limited to (1) Executive's
conviction of any felony under federal or state law, or any fraud,
misappropriation or embezzlement or act of dishonesty; or (2) Executive's
commission of a material violation of the Executive's Proprietary Information
and Inventions Agreement. In addition, Executive shall not be entitled to any
termination benefits or continued option vesting under Subsection 7.1 if he
voluntarily terminates his service with Macromedia other than for Good Reason as
determined under Subsection 7.3.
 
                  7.3 Constructive Termination. Notwithstanding anything in this
Section 7 to the contrary, Executive's employment as President of Macromedia
will be deemed to have been terminated by Macromedia as President of Macromedia
(a "Constructive Termination") and Executive will be deemed to have Good Reason
for voluntary termination of his employment hereunder ("Good Reason"), if there
should occur:
 
                  (A) a material adverse change in Executive's position causing
it to be of materially less stature or responsibility without Executive's
written consent, and such a materially adverse change shall in all events be
deemed to occur if Executive no longer serves as President of a publicly traded
company, unless Executive consents in writing to such change,
 
                  (B) a reduction, without Executive's written consent, in his
level of compensation (including base salary and fringe benefits) by more than
ten percent (10%) or a 
 
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reduction by more than ten percent (10%) in his target bonus formula under any
performance-based executive incentive plans, or
 
                  (C) a relocation of his principal place of employment by more
than 50 miles.
 
         8.       Change in Control Benefits
 
                  Should there occur a Change in Control (as defined below),
then the following provisions shall become applicable:
 
                  (A) During the period (if any) following a Change in Control
that Executive continues as President of Macromedia without a Constructive
Termination, then the terms and provisions of this Agreement shall continue in
full force and effect, and Executive shall continue to vest in his outstanding
stock options
 
                  (B) In the event of (x) a Constructive Termination of
Executive's employment as President of Macromedia at or at any time after a
Change in Control or (y) the Executive voluntarily terminates his employment as
President of Macromedia within one hundred eighty (180) days following a Change
in Control, the following benefits shall become due and payable:
 
                           (i) Executive's base salary in effect immediately
prior to his termination as President of Macromedia shall continue to be paid
for a twelve-month period by Macromedia or the successor entity in installments
twice per month with applicable deductions or withholdings, and Executive shall
also be entitled to quarterly bonus payments at the target plan (or any
successor plan) during that twelve-month period, with such bonus payments to be
not less than $200,000 in the aggregate for such period. Macromedia or any
successor entity shall be obligated to continue Executive's service in one or
more other capacities, but Executive shall have complete discretion in
determining whether he is to render such service as a part time employee or
independent consultant. Executive shall also be entitled to participate in any
plans or other employee benefit arrangements which are generally available to
employees or executives of Macromedia during such period other than the
Macromedia tax-qualified pension or profit-sharing plans or the employee stock
purchase plan.
 
                           (ii) Executive's options shall immediately become
exercisable and vest with respect to that number of option shares for which
those options would have otherwise vested over the twenty-four (24) month period
immediately following the effective date of the Change in Control had Executive
continued his employment under this Agreement. The options as so accelerated
shall remain exercisable for a period of twenty-four (24) months following the
later of (a) the date of Executive's termination of service as President of
Macromedia or (b) the date of such option acceleration.
 
                  For purposes of this Section 8, a Change of Control shall be
deemed to occur upon:
 
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                  (I) the sale, lease, conveyance or other disposition of all or
substantially all of Macromedia's assets as an entirety or substantially as an
entirety to any person, entity or group of persons acting in concert,
 
                  (II) any transaction or series of transactions (as a result of
a tender offer, merger, consolidation or otherwise) that results in, or that is
in connection with, any person, entity or group acting in concert, becoming the
"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934), directly or indirectly, of more than 50% percent of the aggregate
voting power of all classes of common equity stock of Macromedia,
 
                  (III) a liquidation and winding up of the business of
Macromedia, or.
 
                  (IV) a change in the composition of the Macromedia Board of
Directors over a period of thirty-six (36) consecutive months or less such that
a majority of the then current Board members ceases to be comprised of
individuals who either (a) have been Board members continuously since the
beginning of such period, or (b) have been elected or nominated for election as
Board members during such period by at least a majority of the Board members
described in clause (a) who were still in office at the time such election or
nomination was approved by the Board.
 
         9.       Arbitration.
 
                  9.1 Except for proceedings seeking injunctive relief,
including, without limitation, allegations of misappropriation of trade secrets,
copyright or patent infringements, or breach of any anti-competition provisions
of this Agreement, any controversy or claim arising out of or in relation to
this Agreement, or the breach thereof, shall be settled by arbitration in
accordance with the Commercial Arbitration rules of the American Arbitration
Association ("AAA"), and judgment upon the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof. Arbitration of this
Agreement shall include claims of fraud or fraud in the inducement relating to
this Agreement. Arbitration further includes all claims, regardless of whether
the dispute arises during the term of the Agreement, at the time of termination
or thereafter.
 
                  9.2 Either party may initiate the arbitration proceedings, for
which the provision is herein made, by notifying the opposing party, in writing,
of its demand to arbitrate. In any such arbitration there shall be appointed one
arbitrator who shall be selected in accordance with the AAA Commercial
Arbitration Rules. The place of arbitration shall be San Francisco, California.
The law applicable to the dispute shall be the laws of the State of California.
Accordingly, the California Uniform Arbitration Act shall apply to the
interpretation of the arbitration procedure; pursuant thereto, the arbitrator's
powers shall include, without limitation, the power to issue subpoenas for the
attendance of witnesses for hearing or deposition, and for other production of
books, records, documents or other evidence pursuant to California law.
 
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                  9.3 The parties agree that the award of the arbitrator shall
be the sole and exclusive remedy between them regarding any claims,
counterclaims, issues or accountings presented or plead to the arbitrator; that
the arbitrator shall be the final judge of both law and fact in arbitration of
disputes arising out of or relating to this Agreement, including the
interpretation of the terms of this Agreement. The parties further agree it
shall be the sole and exclusive duty of the arbitrator to determine the
arbitrability of issues in dispute and that neither party shall have recourse to
the court for such a determination.
 
         10.      General.
 
                  10.1 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.
 
                  10.2 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.
 
                  10.3 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
Chairman of the Board of Macromedia as its principal corporate address, and to
Executive at his most recent address shown on Macromedia's corporate records, or
at any other address which he may specify in any appropriate notice to
Macromedia.
 
                  10.4 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 constitutes 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.
 
                  10.5 Entire Agreement. 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 and the referenced stock
option agreement and Proprietary Information and Inventions Agreement constitute
the complete and exclusive statement of the agreement between the parties and
supersedes all proposals (oral or written), understandings, representations,
conditions, covenants, and all other communications between the parties relating
to the subject matter hereof.
 
                  10.6 Assignment and Successors. Macromedia shall have the
right to assign its rights and obligations under this Agreement to an entity
which acquires substantially all of the 
 
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assets of Macromedia. The rights and obligation of Macromedia under this
Agreement shall inure to the benefit and shall be binding upon the successors
and assigns of Macromedia.
 
         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
 
MACROMEDIA, INC.                            ACCEPTED BY EXECUTIVE
 
By:     /s/ John C. Colligan               /s/ Robert K. Burgess
        ---------------------------        -----------------------------
Name:   John C. Colligan
        ---------------------------
 
Title:  Chairman
        ---------------------------