Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) 2023 Performance Share Program



On January 24, 2023, the Executive Compensation Committee (the "Committee") of
the Board of Directors (the "Board") of Adobe Inc. (the "Company" or "Adobe")
approved the 2023 Performance Share Program (the "Program") under the terms of
the Company's 2019 Equity Incentive Plan and granted awards of performance
shares ("Performance Shares") thereunder to members of the Company's executive
management team. The Committee established the Program to help focus key
employees on building stockholder value, provide significant award potential for
achieving outstanding Company performance, and enhance the ability of the
Company to attract and retain highly talented individuals.

Under the Program, shares of Adobe's common stock may be earned based on the
achievement of both (i) an objective relative total stockholder return goal (the
"TSR Goal") measured over a three-year performance period comprised of calendar
years 2023-2025 and (ii) a Net New Sales goal (the "Net New Sales Goal")
determined and measured over three one-year periods comprised of Adobe's fiscal
years 2023-2025. Each performance goal is weighted 50% and achievement of each
performance goal is determined independently of the other. Eligible participants
can earn between 0% and 200% (the payout cap under the Program) of their target
number of Performance Shares.

Achievement of the TSR Goal is based on the TSR of Adobe's common stock during
the performance period compared to that of companies that comprise the NASDAQ
100 Index as of January 1, 2023 (the "Index Companies"). Generally, the TSR of
Adobe and each Index Company will first be measured as the 90-calendar day
average closing sales price ending on, and including, December 31, 2022 and then
compared with the 90-calendar day average closing sales price for the period
ending on, and including, December 31, 2025. No shares will be earned under the
TSR Goal if Adobe's TSR performance ranks below the 25th percentile for the
performance period. Additionally, regardless of Adobe's relative position with
respect to the Index Companies at the end of the performance period, the award
with respect to the TSR Goal will be capped at 100% of target if Adobe has a
negative absolute TSR over the performance period. The Committee will certify
actual achievement of the TSR Goal following completion of the performance
period for the TSR Goal.

Achievement of the Net New Sales Goal is based on (i) net new annualized
recurring revenue ("ARR") in Digital Media and (ii) subscription revenue growth
in Digital Experience, compared against public guidance determined at the
beginning of each fiscal year. The Net New Sales Goal will be separately
determined by the Committee for each fiscal year in the performance period, and
the level of achievement of each goal will be certified by the Committee
following the applicable fiscal year. However, no amount earned with respect to
a completed fiscal year under the Net New Sales Goal will be vested until the
later of (a) January 24, 2026 and (b) the final certification date that occurs
at the end of all performance periods for the Program (such later date, the
"Vesting Date"). As described in our Annual Report on Form 10-K for the fiscal
year ended December 2, 2022, we define Digital Media ARR as the sum of Creative
Cloud ARR and Document Cloud ARR. We define Creative ARR as the sum of: (1) the
annual value of Creative Cloud subscriptions and services, plus (2) the annual
contract value of Creative Enterprise Term License Agreements. We define
Document Cloud ARR as the sum of: (1) the annual value of Document Cloud
subscriptions and services, plus (2) the annual contract value of Document Cloud
Enterprise Term License Agreements. The calculation of the achievement of the
Net New Sales Goal for each fiscal year will be adjusted to exclude the effect
of material mergers and acquisitions and foreign currency exchange rate
fluctuations. The foregoing adjustments also apply to the fiscal year 2023 and
2024 Net New Sales Goals under Adobe's 2022 Performance Share Program. In
connection with approval of the Program, the Committee approved the payout
schedule for the Net New Sales Goal for fiscal year 2023, which identifies the
percentage of target shares payable based on achievement of the fiscal year Net
New Sales Goal. This payout schedule also applies to the fiscal year 2023 Net
New Sales Goal under Adobe's 2022 Performance Share Program.

All earned Performance Shares under the Program will vest in single installment
on the Vesting Date. Vesting is subject to a participant's continued service to
Adobe (or an affiliate) through the Vesting Date, subject to specific exceptions
in the event of a change of control or termination by reason of death or
disability. Accordingly, the Performance Shares align our executives' interests
with those of our stockholders, while serving as a key retention mechanism over
the long term.

The target and maximum awards for the Performance Shares granted by the Committee to the Company's principal executive officer, principal financial officer and other named executive officers* on January 24, 2023 are set forth below.


                                       2
--------------------------------------------------------------------------------


                                                                                       Target          Maximum
          Officer                                   Title                             Award**           Award
Shantanu Narayen            Chairman and Chief Executive Officer                       82,124          164,248
Daniel Durn                 Chief Financial Officer and Executive Vice President,
                            Finance, Technology Services and Operations                18,105           36,210
Anil Chakravarthy           President, Digital Experience Business                     28,389           56,778
David Wadhwani              President, Digital Media Business                          28,389           56,778
Scott Belsky                Executive Vice President, Creative Cloud and Chief
                            Product Officer                                            15,933           31,866



* For purposes of this filing, the term "other named executive officers" refers
to other executive officers who received awards and for whom disclosure was
required in our most recent filing with the Securities and Exchange Commission
under the Securities Act of 1933 or the Securities Exchange Act of 1934 that
required disclosure pursuant to Item 402(c) of Regulation S-K (and also includes
Scott Belsky).
** 50% of the target award is allocated to each of the TSR Goal and the Net New
Sales Goal.

A participant may receive less than his or her target award, and in no event may actual shares earned exceed the maximum award. Any shares issued under the Program are subject to recoupment in accordance with the Company's clawback policies.



The description of the Program contained herein is a summary of the material
terms of the Program, does not purport to be complete, and is qualified in its
entirety by reference to the Program used in connection with the 2019 Equity
Incentive Plan, which is incorporated herein by reference as Exhibit 10.1.
Copies of the Program and the form of 2023 Performance Share Award Grant Notice
and Performance Share Award Agreement for use in connection with grants under
the Program are filed herewith as Exhibits 10.2 and 10.3, respectively, and are
incorporated herein by reference. The 2022 Performance Share Program, as amended
to reflect adjustments to the calculation of the Net New Sales Goal for fiscal
years 2023 and 2024, is filed herewith as Exhibit 10.4, and is incorporated
herein by reference.

2023 Executive Annual Incentive Plan



On January 24, 2023, the Committee approved the terms of the 2023 Executive
Annual Incentive Plan (the "Incentive Plan") and designated the officers
eligible for participation in the Incentive Plan. The Incentive Plan is designed
to drive revenue growth and profitability, encourage accountability, drive
execution of short-term priorities tied to long-term strategy and annual
operating plan objectives, and recognize and reward the Company's officers upon
the achievement of certain objectives.

The Incentive Plan requires that the Company achieve at least (1) 90% of the
GAAP revenue target set forth in the annual operating plan for fiscal year 2023
as approved by the Board at the beginning of the fiscal year (the "FY23
Operating Plan") and (2) 90% of the non-GAAP earnings per share target set forth
in the FY23 Operating Plan, as minimum performance thresholds for payment of any
incentive bonus under the Incentive Plan. If these initial thresholds are
achieved, each participant is eligible to earn a cash bonus up to a maximum of
200% of such participant's Target Award (the "Maximum Award"). The "Target
Award" is calculated by multiplying a participant's base salary (prorated for
any changes during the fiscal year) by a Committee-approved target bonus
percentage.

For fiscal year 2023, the Target Award and the Maximum Award, expressed as a
percentage of base salary for the Company's principal executive officer,
principal financial officer and other named executive officers are set forth
below.

                                                                                      Target         Maximum
          Officer                                   Title                             Award           Award
Shantanu Narayen            Chairman and Chief Executive Officer                       200%            400%
Daniel Durn                 Chief Financial Officer and Executive Vice President,      100%            200%
                            Finance, Technology Services and Operations
Anil Chakravarthy           President, Digital Experience Business                     100%            200%
David Wadhwani              President, Digital Media Business                          100%            200%
Scott Belsky                Executive Vice President, Creative Cloud and Chief         100%            200%
                            Product Officer


                                       3

--------------------------------------------------------------------------------

A participant's "Actual Award" is comprised of:



                                =      Corporate Performance     X     Individual Performance     X
      Actual Award ($)*                     Result (%)                       Result (%)                      Target Award ($)

* Cannot exceed Target Award unless the Financial Performance Result (as set forth below) is at least 90%.




The Corporate Performance Result is based on our GAAP revenue and non-GAAP EPS
performance against the FY23 Operating Plan (the "Financial Performance
Result"), as shown on the matrix attached as Exhibit A to the Incentive Plan.
The Financial Performance Result is subject to adjustment by the Committee of up
to 25 percentage points up or down based on the Committee's assessment of the
Company's performance against its corporate priorities and objectives during the
performance period. This results in the "Corporate Performance Result"
(expressed as a percentage, which may range from 0% to 155%).

The "Individual Performance Result" is based on the Committee's assessment of
each participant's individual performance including, without limitation,
achievement of individual performance goals set by the Committee at the outset
of the fiscal year, including diversity and inclusion goals. The goals are
specifically tailored to each participant and aligned with the achievement of
strategic objectives in the FY 23 Operating Plan. A participant's Individual
Performance Result may range from 0% to 150%.

Once each component described above is certified by the Committee, the Actual
Award earned by each participant under the Incentive Plan is determined based on
the formula and terms above. Amounts paid under the Incentive Plan are subject
to recoupment from participants in accordance with the Company's clawback
policies.

The description of the Incentive Plan contained herein is a summary of the
material terms of the Incentive Plan, does not purport to be complete, and is
qualified in its entirety by reference to the Incentive Plan, which is filed
herewith as Exhibit 10.5 and is incorporated herein by reference.



                                       4
--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.



 (d)  Exhibits

                                                      Incorporated by Reference
                         Exhibit
  Exhibit Number       Description        Form             Filing Date               Number         SEC File No.       Filed Herewith

             10.1      2019 Equity        8-K                4/12/19                  10.1           000-15175
                     Incentive
                     Plan

             10.2      202    3                                                                                               X
                       Performance
                     Share Program

             10.3      Form of                                                                                                X
                     202    3
                       Performance
                     Share Award
                     Grant Notice
                     and Award
                     Agreement
                     pursuant to
                     202    3
                       Performance
                     Share Program

             10.4      2022                                                                                                   X
                     Performance
                     Share Program,
                     as amended and
                     restated

             10.5      202    3                                                                                               X
                       Executive
                     Annual
                     Incentive
                     Plan

              104    Cover Page
                     Interactive
                     Data File (the
                     instance
                     document does
                     not appear in
                     the Interactive
                     Data File
                     because its
                     XBRL tags are
                     embedded within
                     the Inline XBRL
                     document)







                                       5

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses