ADOBE INC. — Director's Dealing 2010

Jan 27, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADOBE SYSTEMS INC (ADBE)
CIK: 0000796343
Period of Report: 2010-01-25

Reporting Person: James Joshua G (SVP & GM Omniture BU)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
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

Footnotes

F1: Vests at a rate of 2.08% per month for 48 months.

F2: 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.

F3: 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.

F4: Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the grant date.