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: NARAYEN SHANTANU (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-24	Common Stock	M	12500	$00.00	Acquired	177713	Indirect
2010-01-24	Common Stock	F	4730	$34.38	Disposed	172983	Indirect
2010-01-24	Common Stock	M	26660	$00.00	Acquired	199643	Indirect
2010-01-24	Common Stock	F	9778	$34.38	Disposed	189865	Indirect
2010-01-26	Common Stock	M	11888	$00.00	Acquired	201753	Indirect
2010-01-26	Common Stock	F	5549	$33.94	Disposed	196204	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-24	Performance Shares	$0	M	12500	Disposed		Common Stock (12500)	Direct
2010-01-24	Performance Shares	$0	M	26660	Disposed		Common Stock (26660)	Direct
2010-01-26	Restricted Stock Units	$0	M	11888	Disposed		Common Stock (11888)	Direct
2010-01-25	Stock Option (right to buy)	$34.16	A	290000	Acquired	2017-01-25	Common Stock (290000)	Direct
2010-01-25	Performance Shares	$0	A	142500	Acquired		Common Stock (142500)	Direct
2010-01-25	Restricted Stock Units	$0	A	95000	Acquired		Common Stock (47550)	Direct

Footnotes

F1: Shares held by The Narayen Family Trust, dtd 11/30/00 of which reporting person is a trustee.

F2: Shares surrendered to pay tax liability due at vesting of Performance Share Units.

F3: Shares surrendered to pay tax liability due at vesting of Restricted Stock Units.

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 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.

F5: 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.

F6: The remaining Restricted Stock Units will vest at a rate of 25% annually on the second, third and fourth anniversary of the grant date.

F7: Vests at a rate of 2.08% per month for 48 months.

F8: 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 95,000 shares.

F9: Vesting of the Performance Share Units will be 1/3 upon the later of the (i) the 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.

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