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: TARKOFF ROBERT M (SVP&GM, Business Productivity)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-24	Common Stock	M	9300	$00.00	Acquired	17877	Direct
2010-01-24	Common Stock	F	3597	$34.38	Disposed	14280	Direct
2010-01-26	Common Stock	M	4125	$00.00	Acquired	18405	Direct
2010-01-26	Common Stock	F	1513	$33.94	Disposed	16892	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-24	Performance Shares	$0	M	9300	Disposed		Common Stock (9300)	Direct
2010-01-26	Restricted Stock Units	$0	M	4125	Disposed		Common Stock (4125)	Direct
2010-01-25	Stock Option (right to buy)	$34.16	A	40000	Acquired	2017-01-25	Common Stock (40000)	Direct
2010-01-25	Performance Shares	$0	A	19500	Acquired		Common Stock (19500)	Direct
2010-01-25	Restricted Stock Units	$0	A	14000	Acquired		Common Stock (14000)	Direct
2010-01-25	Restricted Stock Units	$0	A	50000	Acquired		Common Stock (50000)	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 April 18, 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.

F4: The remaining Restricted Stock Units will vest at a rate of 25% annually on the second, third and fourth anniversary of the grant date.

F5: Vests at a rate of 2.08% per month for 48 months.

F6: Represents the maximum number of Performance Shares that will be earned, if at all, based on the achievement of certain pre-established performance goals during the 2010 fiscal year. Each Performance Share Unit represents a contingent right to receive one share of ADBE common stock. The maximum number represents 150% of the target payout of 13,000 shares.

F7: Vesting of the Performance Share Units will be 1/3 upon the later of the (i) certification of performance goal achievement and (ii) the one year anniversary of the grant date, with the remaining Units vesting 1/3 annually on the second and third anniversary of the grant date if the initial performance goals are achieved.

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

F9: Vests at a rate of 50% on the second anniversary of the grant date and then 25% annually on the third and fourth anniversaries of the grant date.