8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 7, 2005

Adobe Systems Incorporated

(Exact name of Registrant as specified in its charter)

Delaware	0-15175	77-0019522
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

345 Park Avenue
San Jose, California 95110-2704
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 536-6000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

(a) Amendment to Employment Agreement with Director

On December 7, 2005, Adobe Systems Incorporated (“Adobe”),  Adobe Macromedia Software LLC, a wholly-owned subsidiary of Adobe (formerly Macromedia, Inc., “Macromedia”) and Robert K. Burgess, a member of the board of directors of Adobe, entered into an amendment (the “Amendment”) to the amended and restated employment agreement by and between Macromedia and Mr. Burgess, dated January 21, 2005 (the “Prior Agreement”).  A copy of the Prior Agreement is incorporated by reference as Exhibit 10.1 to this Report and incorporated herein by reference.

Pursuant to the Amendment, the parties agreed that any payments which may be due to Mr. Burgess in connection with Mr. Burgess’s termination of employment and which may be subject to Internal Revenue Code Section 409A (“Section 409A”) shall be delayed until the earliest date necessary to enable such payments to be made without incurring an excise tax under Section 409A.

The summary of material terms of the Amendment set forth above is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.2 to this Report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Incorporated by Reference*			Filed
Number	Exhibit Description	Form	Date	Number	Herewith
10.1	Amended and Restated Employment Agreement by and between Macromedia, Inc. and Robert K. Burgess, dated January 21, 2005.	8-K	01/21/2005	10.01
10.2	Amendment to Employment Agreement by and between Adobe Systems Incorporated, Adobe Macromedia Software LLC and Robert K. Burgess, dated December 7, 2005.				X

* Reference for Exhibit 10.1 is to a filing made by Macromedia, Inc.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ADOBE SYSTEMS INCORPORATED
Date: December 12, 2005	By:	/s/ MURRAY J. DEMO
		Murray J. Demo Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit		Incorporated by Reference*			Filed
Number	Exhibit Description	Form	Date	Number	Herewith
10.1	Amended and Restated Employment Agreement by and between Macromedia, Inc. and Robert K. Burgess, dated January 21, 2005.	8-K	01/21/2005	10.01
10.2	Amendment to Employment Agreement by and between Adobe Systems Incorporated, Adobe Macromedia Software LLC and Robert K. Burgess, dated December 7, 2005.				X

* Reference for Exhibit 10.1 is to a filing made by Macromedia, Inc.

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EX-10.2

Exhibit 10.2

Amendment To Employment Agreement

This Amendment To Employment Agreement (“Amendment”) is made and entered into by and among Robert K. Burgess (“Executive”), on the one hand, and Adobe Systems Incorporated (the “Company”), the new parent company of Adobe Macromedia Software LLC (formerly Macromedia, Inc.) (“Macromedia”), and Macromedia, on the other hand.  Executive and Macromedia are parties to an Amended and Restated Employment Agreement of January 19, 2005 (the “Agreement”).  The parties now wish to amend the Agreement on the terms set forth herein.

1.             In recognition of the fact that Section 409A of the Internal Revenue Code may prohibit the payment of certain benefits in connection with Executive’s “separation from service” earlier than six (6) months following Executive’s termination of employment, a new Section 10.7 designed to ensure the Agreement complies with the requirements of Section 409A is added to the Agreement to read in its entirety as follows:

“10.7  Compliance With Section 409A.  Notwithstanding any other provision of this Agreement, any payments that may be subject to Internal Revenue Code (“Code”) Section 409A and due Executive in connection with Executive’s termination of employment shall be delayed until the earliest date necessary to enable such payments to be made without incurring an excise tax under Code Section 409A.”

2.             Except as modified by this Amendment, the Agreement shall remain in full force and effect.

Dated: December 7, 2005	/s/ Robert K. Burgess
	Robert K. Burgess
Dated: December 7, 2005	ADOBE SYSTEMS INCORPORATED
	By:		/s/ Bruce R. Chizen
	Name:  Bruce R. Chizen
	Title:    Chief Executive Officer
Dated: December 7, 2005	ADOBE MACROMEDIA SOFTWARE LLC
	By:	/s/ Karen O. Cottle
	Name: Karen O. Cottle
	Title:   Vice President and Secretary