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: THOMPSON MATTHEW (SVP WW Field Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-24	Common Stock	M	3750	$00.00	Acquired	24196	Direct
2010-01-24	Common Stock	F	1558	$34.38	Disposed	22638	Direct
2010-01-24	Common Stock	M	9300	$00.00	Acquired	31938	Direct
2010-01-24	Common Stock	F	3411	$34.38	Disposed	28527	Direct
2010-01-26	Common Stock	M	4125	$00.00	Acquired	32652	Direct
2010-01-26	Common Stock	F	1513	$33.94	Disposed	31139	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-24	Performance Shares	$0	M	3750	Disposed		Common Stock (3750)	Direct
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	43000	Acquired	2017-01-25	Common Stock (43000)	Direct
2010-01-25	Performance Shares	$0	A	21000	Acquired		Common Stock (21000)	Direct
2010-01-25	Restricted Stock Units	$0	A	15000	Acquired		Common Stock (15000)	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 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 second, 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: 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 14,000 shares.

F8: 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.

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

F10: Vests at a rate of 50% annually on the second anniversary of the grant date and then 25% annually on the third and fourth anniversary of the grant date.