Exhibit 10.01


 


ADAPTEC, INC.


 


Adaptec Incentive Plan Document


Fiscal Year 2006


 


1.             Plan Name and Effective Date


 


The name of the plan is the
Adaptec Incentive Plan (the “AIP”). The AIP is effective for Adaptec’s 2006
fiscal year from April 1, 2005 through March 31, 2006 (“Fiscal Year 2006”).


 


2.             Purpose


 


The purpose of the AIP is to
provide a direct financial incentive for eligible executives, managers and
individual contributors to make a significant contribution to Adaptec’s
established goals in order to help Adaptec’s stockholders realize increased
value from their investment.


 


3.             Eligibility


 


All full or part-time exempt
employees in grade 21 and above are eligible to participate in the AIP. All
eligible employees must have worked for Adaptec at least six months and must
still be an employee of Adaptec at the time payments are made, as discussed
below, in order to qualify to participate in the AIP. Commissioned sales
employees, temporary employees and independent contractors are not eligible to
participate in the AIP.  All Adaptec
employees that are eligible to participate in the AIP are deemed to be “Participants”
in the AIP.


 


4.             Timing of AIP Payments


 


Payments that become due under
the AIP will be paid to Participants as soon as administratively feasible after
the overall budget is approved by the Compensation Committee following the
close of the second quarter of Fiscal Year 2006 or the fourth quarter of Fiscal
Year 2006, as applicable.


 


5.             Funding the AIP Pool


 


The AIP reinforces three key
goals that support Adaptec’s strategic plans: achieving Adaptec’s strategic
goals, maximizing Adaptec’s revenue (“Revenue”) and maximizing Adaptec’s
Operating Profit Before Taxes (“OPBT”).  Achievement of four strategic goals accounts
for 25% of the AIP incentive pool (the “AIP Pool”), or an aggregate total
of $825,000, and will be paid to Participants if three of these four goals are
achieved, regardless of whether the financial goals are reached.  In
order for the Compensation Committee to fund the remaining 75% of the AIP Pool
and in order for Participants to be


 

















 


eligible
to receive payments from this portion of the AIP Pool, Revenue and OPBT each
must meet minimum thresholds as determined by the Compensation Committee.


 


The matrix for determining the
size of the AIP Pool related to the achievement of the financial goals for
Adaptec’s Q3 and Q4 performance is set forth in Chart A. The size of the AIP
Pool related to the achievement of the financial goals will be determined by
the amount that each of Adaptec’s Revenue and OPBT related to its DPS and DSG
segments exceeds the minimum thresholds established by the Compensation
Committee: as Revenue and OPBT increase, the AIP Pool will increase as set
forth in Chart A. Revenue and OPBT are each weighted equally in determining the
size of the AIP Pool related to the achievement of these financial goals.  In addition, the Compensation Committee may
increase or decrease the size of the AIP Pool related to the achievement of the
financial goals by 25% based on Adaptec’s performance during Fiscal Year 2006.


 


If the Revenue and OPBT minimum
thresholds set by the Compensation Committee are both not met, then this
portion of the AIP Pool will not be established. Notwithstanding the foregoing,
in extraordinary and extenuating circumstances, the Compensation Committee may
determine to fund the AIP Pool related to the achievement of the financial
goals and make payments to Participants if Revenue and/or OPBT do not meet the
established minimum thresholds.  In all
cases, the Compensation Committee must review and approve the funding of the
AIP Pool related to the achievement of the financial goals.


 


Chart
A


 


	
  AIP Pool

  	
   

  	
  Revenue

  	
   

  	
  OPBT

  	
   

  
	
  (in millions)

  	
   

  	
  (in millions)

  	
   

  	
  (in millions)

  	
   

  
	
  $

  	
  3.820750

  	
   

  	
  A

  	
  + 7.690

  	
   

  	
  B

  	
  + 1.345750

  	
   

  
	
  $

  	
  3.551600

  	
   

  	
  A

  	
  + 6.152

  	
   

  	
  B

  	
  + 1.076600

  	
   

  
	
  $

  	
  3.282450

  	
   

  	
  A

  	
  + 4.614

  	
   

  	
  B

  	
  + 0.807450

  	
   

  
	
  $

  	
  3.013000

  	
   

  	
  A

  	
  + 3.076

  	
   

  	
  B

  	
  + 0.538300

  	
   

  
	
  $

  	
  2.744150

  	
   

  	
  A

  	
  + 1.538

  	
   

  	
  B

  	
  + 0.269150

  	
   

  
	
  $

  	
  2.475000

  	
   

  	
  A

  	
   

  	
   

  	
  B

  	
   

  	
   

  
	
  $

  	
  2.211450

  	
   

  	
  A

  	
  - 1.538

  	
   

  	
  B

  	
  - 0.007150

  	
   

  
	
  $

  	
  1.842480

  	
   

  	
  A

  	
  - 3.076

  	
   

  	
  B

  	
  - 0.165280

  	
   

  
	
  $

  	
  1.368090

  	
   

  	
  A

  	
  - 4.614

  	
   

  	
  B

  	
  - 0.217990

  	
   

  
	
  $

  	
  0.840990

  	
   

  	
  A

  	
  - 6.152

  	
   

  	
  B

  	
  - 0.217990

  	
   

  
	
  $

  	
  —

  	
   

  	
  A

  	
  - 7.690

  	
   

  	
  B

  	
  - 0.217990

  	
   

  



 

















 


6.             Calculation of Payments


 


Chart B shows the targeted
incentives by a Participant’s grade/position and as a percentage of a
Participant’s base salary if Adaptec were to reach the 100% funding level set
forth in Chart A. Chart B also shows what percentage of the eligible employee
population would be targeted to receive an incentive payment.


 


Chart
B


Participants: AIP Payments (for
six months)


 


	
  Grade/Position

  	
   

  	
  Target% of Base Salary

  	
   

  	
  Target Receiving

  	
   

  
	
  Chief
  Executive Officer

  	
   

  	
  85

  	
  %

  	
  100

  	
  %

  
	
  Chief
  Financial Officer

  	
   

  	
  60

  	
  %

  	
  100

  	
  %

  
	
  Vice
  President/General Manager

  	
   

  	
  50

  	
  %

  	
  100

  	
  %

  
	
  Vice
  President

  	
   

  	
  40

  	
  %

  	
  100

  	
  %

  
	
  31-33

  	
   

  	
  25

  	
  %

  	
  70-90

  	
  %

  
	
  29-30

  	
   

  	
  15

  	
  %

  	
  70-90

  	
  %

  
	
  27-28

  	
   

  	
  12

  	
  %

  	
  70-90

  	
  %

  
	
  24-26

  	
   

  	
  10

  	
  %

  	
  70-90

  	
  %

  
	
  21-23

  	
   

  	
  8

  	
  %

  	
  70-90

  	
  %

  



 


7.             AIP Payments


 


Once the AIP Pool amount is
determined for each six-month period, the actual payment to a Participant is
based on the Participant’s performance and can range from 0 to 200% of target incentive
amount. In no case will the sum of all payments exceed the amount funded by the
AIP. All payments from the AIP Pool made to Section 16(b) officers of Adaptec
will be recommended by Adaptec’s CEO and will be reviewed by the Compensation
Committee. In addition, the Compensation Committee will approve the CEO’s
payment from the AIP Pool.