ADOBE INC. — Director's Dealing 2010

Jan 26, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADOBE SYSTEMS INC (ADBE)
CIK: 0000796343
Period of Report: 2010-01-24

Reporting Person: ROWLEY RICHARD (VP, Corp. Controller & PAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-24	Common Stock	M	2083	$00.00	Acquired	11628	Direct
2010-01-24	Common Stock	F	916	$34.38	Disposed	10712	Direct
2010-01-24	Common Stock	M	2583	$00.00	Acquired	13295	Direct
2010-01-24	Common Stock	F	991	$34.38	Disposed	12304	Direct
2010-01-26	Common Stock	M	1266	$00.00	Acquired	13570	Direct
2010-01-26	Common Stock	F	464	$33.94	Disposed	13106	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-24	Performance Shares	$0	M	2083	Disposed		Common Stock (2083)	Direct
2010-01-24	Performance Shares	$0	M	2583	Disposed		Common Stock (2583)	Direct
2010-01-26	Restricted Stock Units	$0	M	1266	Disposed		Common Stock (1266)	Direct
2010-01-25	Stock Option (right to buy)	$34.16	A	23000	Acquired	2017-01-25	Common Stock (23000)	Direct
2010-01-25	Restricted Stock Units	$0	A	11000	Acquired		Common Stock (11000)	Direct
2010-01-25	Restricted Stock Units	$0	A	25000	Acquired		Common Stock (25000)	Direct

Footnotes

F1: Shares surrendered to pay tax liability due at vesting of Performance Share Units.

F2: Shares surrendered to pay tax liability due at vesting of Restricted Stock Units.

F3: Represents the number of shares acquired upon vesting of 25% of the Performance Share Units earned by the participant in connection with the Performance Share award filed January 26, 2007. The participant earned 200% of the target award based on the achievement of certain pre-established performance goals during the 2007 fiscal year. The remaining Performance Share Units will vest on the fourth anniversary of the grant date.

F4: Represents the number of shares acquired upon vesting of 25% of the Performance Share Units earned by the participant in connection with the Performance Share award filed January 28, 2008. The participant earned 124% of the target award based on the achievement of certain pre-established performance goals during the 2008 fiscal year. The remaining Performance Share Units will vest 25% annually on the third and fourth anniversary of the grant date.

F5: The remaining Restricted Stock Units will vest at a rate of 25% annually on the second, third and fourth anniversary of the grant date.

F6: Vests at a rate of 2.08% per month for 48 months.

F7: Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the grant date.

F8: Vests at a rate of 50% on the second anniversary of the grant date and 25% annually on the third and fourth anniversaries of the grant date.