EXHIBIT 10.3

QUANTUM CORPORATION
EXECUTIVE OFFICER
INCENTIVE PLAN 
(April 1, 2012 Restatement)


SECTION 1. 
BACKGROUND AND
PURPOSE 

     1.1 Effective Date 

    
The Plan, which was adopted by the Company effective as of April 1, 2001,
is hereby amended and restated effective as of April 1, 2012 subject to
ratification by an affirmative vote of the holders of a majority of the Shares
that are present in person or by proxy and entitled to vote at the 2012 Annual
Meeting of Stockholders of the Company. 

    
1.2 Purpose of the Plan 

    
The Plan is intended to increase stockholder value and the success of the
Company by motivating key executives (1) to perform to the best of their
abilities, and (2) to achieve the Company’s objectives. The Plan’s goals are to
be achieved by providing participants with the opportunity to earn with
incentive awards for the achievement of goals relating to the performance of the
Company. The Plan is intended to permit the payment of awards that qualify as
performance-based compensation under Section 162(m) of the Code. 

SECTION 2.
DEFINITIONS 

    
The following words and phrases shall have the following meanings unless
a different meaning is plainly required by the context: 

    
2.1 “1934 Act” means the Securities Exchange Act of 1934, as amended. Reference to a
specific section of the 1934 Act or regulation thereunder shall include such
section or regulation, any valid regulation promulgated under such section, and
any comparable provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation. 

    
2.2 “Actual Award” means as to any Performance Period, the actual award (if
any) payable to a Participant for the Performance Period. Each Actual Award is
determined by the Payout Formula for the Performance Period, subject to the
Committee’s authority under Section 3.6 to reduce or eliminate the award
otherwise determined by the Payout Formula. 

    
2.3 “Affiliate” means any corporation or other entity (including, but not limited to,
partnerships and joint ventures) controlled by the Company. 

    
2.4 “Board” means the Board of Directors of the Company. 

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2.5 “Code” means the Internal Revenue Code of 1986, as amended. Reference to a
specific section of the Code or regulation thereunder shall include such section
or regulation, any valid regulation promulgated thereunder, and any comparable
provision of any future legislation or regulation amending, supplementing or
superseding such section or regulation. 

    
2.6 “Committee” means the committee appointed by the Board (pursuant to Section 5.1) to
administer the Plan. 

    
2.7 “Company” means Quantum Corporation, a Delaware corporation, or any successor
thereto. 

    
2.8 “Determination Date” means the latest possible date that will not jeopardize a
Target Award or Actual Award’s qualification as performance-based compensation
under Section 162(m) of the Code. 

    
2.9 “Employee” means any employee of the Company or of an Affiliate, whether such
employee is so employed at the time the Plan is adopted or becomes so employed
subsequent to the adoption of the Plan. 

    
2.10 “Fiscal Quarter” means a fiscal quarter of the Company. 

    
2.11 “Fiscal Year” means the fiscal year of the Company. 

    
2.12 “Participant” means as to any Performance Period, an Employee who has been selected
by the Committee for participation in the Plan for that Performance Period.


    
2.13 “Payout Formula” means as to any Performance Period, the formula or payout
matrix established by the Committee pursuant to Section 3.4 in order to
determine the Actual Awards (if any) to be paid to Participants. The formula or
matrix may differ from Participant to Participant. 

    
2.14 “Performance Goals” means the goal(s) (or combined goal(s)) determined by the
Committee (in its discretion) to be applicable to a Participant for a Target
Award for a Performance Period. As determined by the Committee, the Performance
Goals for any Target Award applicable to a Participant may provide for a
targeted level or levels of achievement using one or more of the following
measures: (a) cash flow, (b) customer satisfaction, (c) earnings per share, (d)
expense control, (e) margin, (f) market share, (g) operating profit, (h) product
development and/or quality, (i) profit, (j) return on capital, (k) return on
equity, (l) revenue and (m) total shareholder return. Performance Goals may
differ from Participant to Participant, Performance Period to Performance Period
and from award to award. Any Performance Goal used may be measured (1) in
absolute terms, (2) in combination with another Performance Goal or Goals (for
example, but not by way of limitation, as a ratio or matrix), (3) in relative
terms (including, but not limited to, as compared to results for other periods
of time, against financial metrics and/or against another company, companies or
an index or indices), (4) on a per-share or per-capita basis, (5) against the
performance of the Company as a whole or a specific business unit(s), business
segment(s) or product(s) of the Company, and/or (6) on a pre-tax or after-tax
basis. Prior to the Determination Date, the Committee, in its discretion, will
determine whether any significant element(s) or item(s) will be included in or


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excluded from the calculation of any
Performance Goal with respect to any Participants (for example, but not by way
of limitation, the effect of mergers and acquisitions). As determined in the
discretion of the Committee prior to the Determination Date, achievement of
Performance Goals for any particular Target Award may be calculated in
accordance with the Company’s financial statements, prepared in accordance with
generally accepted accounting principles, or as adjusted for certain costs,
expenses, gains and losses to provide non-GAAP measures of operating results.


    
2.15 “Performance Period” means any Fiscal Year (or period of four (4) consecutive
Fiscal Quarters) or such other period longer than a Fiscal Year but not longer
than three Fiscal Years (or period of twelve (12) consecutive Fiscal Quarters),
as determined by the Committee in its sole discretion. 

    
2.16 “Plan” means the Quantum Corporation Executive Officer Incentive Plan, as set
forth in this instrument and as hereafter amended from time to time. 

    
2.17 “Shares” means shares of the Company’s common stock. 

    
2.18 “Target Award” means the target award payable under the Plan to a
Participant for the Performance Period as determined by the Committee in
accordance with Section 3.3. 

SECTION 3. 
SELECTION OF PARTICIPANTS AND
DETERMINATION OF AWARDS 

    
3.1 Selection of Participants


    
The Committee, in its sole discretion, shall select the Employees of the
Company who shall be Participants for any Performance Period. The Committee, in
its sole discretion, also may designate as Participants one or more individuals
(by name or position) who are expected to become Employees during a Performance
Period. Participation in the Plan is in the sole discretion of the Committee,
and shall be determined on a Performance Period by Performance Period basis.
Accordingly, an Employee who is a Participant for a given Performance Period in
no way is guaranteed or assured of being selected for participation in any
subsequent Performance Period. 

    
3.2 Determination of Performance Goals


    
The Committee, in its sole discretion, shall establish the Performance
Goals for each Participant for the Performance Period. Such Performance Goals
shall be set forth in writing. The Performance Goals may differ from Participant
to Participant and from award to award. The Committee shall also determine and
set forth in writing whether any significant elements shall be included in or
excluded from the calculation of any Performance Goal with respect to any
Participants, including (a) restructurings, discontinued operations,
extraordinary items, and other unusual or non-recurring charges, (b) an event
either not directly related to the operations of the Company or not within the
reasonable control of the Company’s management, or (c) the cumulative effects of
tax or accounting changes in accordance with U.S. generally accepted accounting
principles. 

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3.3 Determination of Target Awards


    
The Committee, in its sole discretion, shall establish a Target Award for
each Participant. Each Participant’s Target Award shall be determined by the
Committee in its sole discretion, and each Target Award shall be set forth in
writing. The Target Award may be denominated by reference to a formula, a
percentage of base salary, or a fixed dollar amount. 

    
3.4 Determination of Payout Formula or Formulae 

    
The Committee, in its sole discretion, shall establish a Payout Formula
or Formulae for purposes of determining the Actual Award (if any) payable to
each Participant. Each Payout Formula shall (a) be in writing, (b) be based on a
comparison of actual performance to the Performance Goals, (c) provide for the
payment of a Participant’s Target Award if the Performance Goals for the
Performance Period are achieved at the predetermined level, and (d) provide for
the payment of an Actual Award greater than or less than the Participant’s
Target Award, depending upon the extent to which actual performance exceeds or
falls below the Performance Goals. Notwithstanding the preceding, no
Participant’s Actual Award(s) under the Plan may, for any period of three (3)
consecutive Fiscal Years, exceed $15,000,000. 

    
3.5 Date for Determinations


    
The Committee shall make all determinations under Section 3.1 through 3.4
on or before the latest possible date that will not jeopardize a Target Award or
Actual Award’s qualification as performance-based compensation under Section
162(m) of the Code. For Fiscal Year Performance Periods, such date is expected
to be the earlier of (i) 90 days after the commencement of each Performance
Period or (ii) the expiration of 25% of the Performance Period. 

    
3.6 Determination of Actual Awards


    
After the end of each Performance Period, the Committee shall certify in
writing (for example, in its meeting minutes) the extent to which the
Performance Goals applicable to each Participant for the Performance Period were
achieved or exceeded, as determined by the Committee. The Actual Award for each
Participant shall be determined by applying the Payout Formula to the level of
actual performance which has been certified by the Committee. Notwithstanding
any contrary provision of the Plan, the Committee, in its sole discretion, may
(a) eliminate or reduce the Actual Award payable to any Participant below that
which otherwise would be payable under the Payout Formula, and (b) determine
what Actual Award, if any, will be paid in the event of a Termination of Service
prior to the end of the Performance Period. 

SECTION 4. 
PAYMENT OF AWARDS 

    
4.1 Right to Receive Payment


    
Each Actual Award that may become payable under the Plan shall be paid
solely from the general assets of the Company. Nothing in this Plan shall be
construed to create a trust or to 

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establish or evidence any Participant’s
claim of any right other than as an unsecured general creditor with respect to
any payment to which he or she may be entitled. 

    
4.2 Timing of Payment 

    
Payment of each Actual Award shall be made as soon as practicable, but no
later than two and one-half months after the end of the Performance Period
during which the Actual Award was earned. 

    
4.3 Form of Payment 

    
Each Actual Award shall be paid in cash (or its equivalent) or Shares in
a single lump sum, except as otherwise determined by the Committee, in its sole
discretion. To the extent an Actual Award, in whole or in part, is payable in
Shares, such Shares shall be granted under the Company’s 2012 Long-Term
Incentive Plan or such other shareholder approved plan of the Company providing
for payment of Shares as the Committee may determine. If (a) an Actual Award is
paid in Shares or (b) a Target Award denominated in Shares is paid in cash, the
number of Shares to be determined shall be determined by dividing the cash
amount otherwise payable by the closing per share selling price for Shares as
quoted on the New York Stock Exchange on the date payment of the Actual Award is
to be made. 

    
4.4 Payment in the Event of Death


    
If a Participant dies prior to the payment of an Actual Award earned by
him or her prior to death for a prior Performance Period, the Award shall be
paid to administrator or representative of his or her estate, except as provided
in Section 6.6. 

SECTION 5.
ADMINISTRATION 

    
5.1 Committee is the Administrator


    
The Plan shall be administered by the Committee. The Committee shall
consist of not less than two (2) members of the Board. The members of the
Committee shall be appointed from time to time by, and serve at the pleasure of,
the Board. Each member of the Committee shall qualify as an “outside director”
under Section 162(m) of the Code. If it is later determined that one or more
members of the Committee do not so qualify, actions taken by the Committee prior
to such determination shall be valid despite such failure to qualify. Unless
otherwise determined by the Board, the Plan shall be administered by the
Compensation Committee of the Board. 

    
5.2 Committee Authority 

    
It shall be the duty of the Committee to administer the Plan in
accordance with the Plan’s provisions. The Committee shall have all powers and
discretion necessary or appropriate to administer the Plan and to control its
operation, including, but not limited to, the power to (a) determine which
Employees shall be granted awards, (b) prescribe the terms and conditions of
awards, (c) interpret the Plan and the awards, (d) adopt such procedures and
subplans as are 

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necessary or appropriate to permit
participation in the Plan by Employees who are foreign nationals or employed
outside of the United States, (e) adopt rules for the administration,
interpretation and application of the Plan as are consistent therewith, and (f)
interpret, amend or revoke any such rules. 

    
5.3 Decisions Binding 

    
All interpretations, determinations and decisions made by the Committee,
the Board, and any delegate of the Committee pursuant to the provisions of the
Plan shall be final, conclusive, and binding on all persons, and shall be given
the maximum deference permitted by law. 

    
5.4 Delegation by the Committee


    
The Committee, in its sole discretion and on such terms and conditions as
it may provide, may delegate all or part of its authority and powers under the
Plan to one or more directors and/or officers of the Company; provided, however,
that the Committee may delegate its authority and powers only to the extent
consistent with applicable laws (including the provisions of Section 162(m) of
the Code to the extent applicable) and the rules and regulations of the
principal securities market on which the Company’s securities are listed or
qualified for trading. 

SECTION 6.
GENERAL PROVISIONS 

    
6.1 Tax Withholding 

    
The Company (or an Affiliate) shall withhold all applicable taxes from
any Actual Award, including any federal, state, local and other taxes
(including, but not limited to, the Participant’s FICA and SDI obligations).


    
6.2 No Effect on Employment or Service


    
Nothing in the Plan shall interfere with or limit in any way the right of
the Company to terminate any Participant’s employment or service at any time,
with or without cause. For purposes of the Plan, transfer of employment of a
Participant between the Company and any one of its Affiliates (or between
Affiliates) shall not be deemed a termination of employment or service.
Employment with the Company and its Affiliates is on an at-will basis only. The
Company and its Affiliates expressly reserve the right, which may be exercised
at any time and without regard to when during a Performance Period such exercise
occurs, to terminate any individual’s employment or service with or without
cause, and to treat him or her without regard to the effect which such treatment
might have upon him or her as a Participant. 

    
6.3 Participation 

    
No Employee shall have the right to be selected to receive an award under
this Plan, or, having been so selected, to be selected to receive a future
award. 

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6.4 Indemnification 

    
Each person who is or shall have been a member of the Committee, or of
the Board, shall be indemnified and held harmless by the Company against and
from (a) any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him or her in connection with or resulting from any
claim, action, suit, or proceeding to which he or she may be a party or in which
he or she may be involved by reason of any action taken or failure to act under
the Plan or any award, and (b) from any and all amounts paid by him or her in
settlement thereof, with the Company’s approval, or paid by him or her in
satisfaction of any judgment in any such claim, action, suit, or proceeding
against him or her, provided he or she shall give the Company an opportunity, at
its own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company’s Certificate of
Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under
any power that the Company may have to indemnify them or hold them harmless.


    
6.5 Successors 

    
All obligations of the Company under the Plan, with respect to awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
or assets of the Company. 

    
6.6 Beneficiary Designations


         
a. Designation. Each Participant may,
pursuant to such uniform and nondiscriminatory procedures as the Committee may
specify from time to time, designate one or more beneficiaries to receive any
Actual Award payable to the Participant at the time of his or her death.
Notwithstanding any contrary provision of this Section 6.6 shall be operative
only after (and for so long as) the Committee determines (on a uniform and
nondiscriminatory basis) to permit the designation of beneficiaries. 

         
b. Changes. A Participant may designate
different beneficiaries (or may revoke a prior beneficiary designation) at any
time by delivering a new designation (or revocation of a prior designation) in
like manner. Any designation or revocation shall be effective only if it is
received by the Committee. However, when so received, the designation or
revocation shall be effective as of the date the designation or revocation is
executed (whether or not the Participant still is living), but without prejudice
to the Committee on account of any payment made before the change is recorded.
The last effective designation received by the Committee shall supersede all
prior designations. 

         
c. Failed Designation. If the Committee
does not make this Section 6.6 operative or if Participant dies without having
effectively designated a beneficiary, the Participant’s Account shall be payable
to the general beneficiary shown on the records of the Employer. If no
beneficiary survives the Participant, the Participant’s Account shall be payable
to his or her estate. 

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6.7 Nontransferability of Awards


    
No award granted under the Plan may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will, by the
laws of descent and distribution, or to the limited extent provided in Section
6.6. All rights with respect to an award granted to a Participant shall be
available during his or her lifetime only to the Participant. 

    
6.8 Deferrals 

    
The Committee, in its sole discretion, may permit a Participant to defer
receipt of the payment of cash or Shares that would otherwise be delivered to a
Participant under the Plan. Any such deferral elections shall be subject to such
rules and procedures as shall be determined by the Committee in its sole
discretion and shall be under a plan or arrangement consistent with the
requirements of Section 409A of the Code. 

    
6.9 Section 409A 

    
It is intended that all bonuses payable under this Plan will be exempt
from the requirements of Section 409A pursuant to the “short-term deferral”
exemption or, in the alternative, will comply with the requirements of Section
409A so that none of the payments and benefits to be provided under this Plan
will be subject to the additional tax imposed under Section 409A, and any
ambiguities or ambiguous terms herein shall be interpreted to so comply or be
exempt. Each payment and benefit payable under this Plan is intended to
constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the
Treasury Regulations. The Company may, in good faith and without the consent of
any Participant, make any amendments to this Plan and take such reasonable
actions which it deems necessary, appropriate or desirable to avoid imposition
of any additional tax or income recognition under Section 409A prior to actual
payment to the Participant 

SECTION 7. 
AMENDMENT, TERMINATION AND
DURATION 

    
7.1 Amendment, Suspension or Termination 

    
The Board or the Committee, each in its sole discretion, may amend or
terminate the Plan, or any part thereof, at any time and for any reason. The
amendment, suspension or termination of the Plan shall not, without the consent
of the Participant, alter or impair any rights or obligations under any Target
Award theretofore granted to such Participant. No award may be granted during
any period of suspension or after termination of the Plan. 

    
7.2 Duration of the Plan 

    
The Plan shall commence on the date specified herein, and subject to
Section 7.1 (regarding the Board’s or the Committee’s right to amend or
terminate the Plan), shall remain in effect thereafter. 

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SECTION 8.
LEGAL CONSTRUCTION 

    
8.1 Gender and Number 

    
Except where otherwise indicated by the context, any masculine term used
herein also shall include the feminine; the plural shall include the singular
and the singular shall include the plural. 

    
8.2 Severability 

    
In the event any provision of the Plan shall be held illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining
parts of the Plan, and the Plan shall be construed and enforced as if the
illegal or invalid provision had not been included. 

    
8.3 Requirements of Law 

    
The granting of awards under the Plan shall be subject to all applicable
laws, rules and regulations, and to such approvals by any governmental agencies
or national securities exchanges as may be required. 

    
8.4 Governing Law 

    
The Plan and all awards shall be construed in accordance with and
governed by the laws of the State of California, but without regard to its
conflict of law provisions. 

    
8.5 Captions 

    
Captions are provided herein for convenience only, and shall not serve as
a basis for interpretation or construction of the Plan. 

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