Exhibit 10.01


 


EMPLOYMENT AGREEMENT


 


In consideration for being
employed by Adaptec, Inc. (hereinafter, “Adaptec”),


 


Christopher O’Meara
(hereinafter, “Employee”) and Adaptec acknowledge and agree to be bound by the
following Executive Employment Agreement:


 


1.             DUTIES AND RESPONSIBILITIES: Employee will be employed by Adaptec in the
position of Chief Financial Officer, reporting to Adaptec’s Chief Executive
Officer (hereinafter, “CEO”). Employee’s duties and responsibilities will be
assigned by Adaptec’s CEO or his designee. Employee’s duties and
responsibilities may be altered, modified and changed as Adaptec’s CEO deems
appropriate.


 


2.             COMPENSATION: Employee’s base salary will be $325,000 per
year. Adaptec’s CEO and Compensation Committee of the Board of Directors may
increase Employee’s base salary from time to time as they deem appropriate. In
addition, Employee will be eligible to participate in Adaptec’s Executive Bonus
Incentive Plan at a targeted amount of 60% of annual base salary. That plan has
a variable payout based upon Adaptec’s performance, as well as the performance
of Employee. The performance targets for Adaptec and Employee which shall serve
as the basis for awarding Employee an incentive bonus shall be established by
Adaptec’s CEO and Board of Directors, in their sole discretion, at the
beginning of each Fiscal Year. It is within the sole discretion of Adaptec’s
CEO or his designee to determine whether Employee achieved all or part of the
targets established as well as the resulting bonus amount to be awarded. All
bonus plans, including all performance targets and all other aspects and
conditions of those plans, shall be established by and subject to change and
modification by Adaptec’s CEO and Board of Directors in their sole discretion.


 


3.             STOCK OPTIONS:  In
accordance with the Company’s Stock Option Plan, the Compensation Committee of
our Board of Director’s approved that Employee be granted an option to purchase
300,000 shares of Adaptec stock. The Option shall be an “Incentive Stock Option”
to the maximum limit allowable under the 2004 Plan and IRS regulations. Any
portion of this Option in excess of the 2004 Plan and IRS limitations shall be
deemed to be a Non-Qualified Stock Option. The exercise price of the Option
shall be the fair market value of Adaptec’s common stock on the date of grant. The
price is set at the closing market price the day prior to Employee’s first date
of employment with Adaptec. These options will vest 25% on the one-year
anniversary of Employee’s hire date and quarterly thereafter, at 6.25% and will
be fully vested at the end of four years. As deemed appropriate by Adaptec’s
CEO and Board of Directors, Employee may receive option grants under the 2004
Equity Incentive Plan. The future grants will vary in number given and in
vesting schedules


 


4.             BENEFITS: Employee shall be eligible for all benefits
normally and regularly provided to Adaptec’s executive staff as may be in
effect from time to time, if any, in accordance with the rules established from
time to time for individual participation in any such plans. Since Employee is
a rehire he will receive prior service credit for vacation benefits and will accrue
at a rate of 20 days of vacation per year. In addition, Employee will be
entitled to receive the following benefits: a $650 per month automobile
allowance, reimbursement for personal financial and tax advice up to $2,500 per
year, reimbursement for health club initiation fees of up to $300 plus 50% of
the club’s monthly dues up to $55.00 per month, survivor benefit management
services up to a maximum cost of $3,000, and a company-paid annual physical
examination. Employee shall also be eligible to participate in Adaptec’s
Deferred Compensation Plan as provided by that plan’s documents.


 


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5.             EMPLOYEE’S AT-WILL
EMPLOYMENT: Employee
understands and agrees that his employment relationship with Adaptec is for an INDEFINITE PERIOD and is on an AT-WILL basis. This means that Employee is
free to terminate his employment with Adaptec at any time with or without cause
or notice and that Adaptec is similarly entitled to terminate Employee’s
employment at any time with or without cause or notice. Employee understands
and agrees that the AT-WILL nature
of his employment with Adaptec will be maintained throughout the time he is
employed by Adaptec and can only be changed by an express written employment
contract specifically prepared for Employee and signed by Adaptec’s CEO. If
Employee’s employment is terminated for any reason, including as a result of resignation
or constructive termination, Employee shall not be entitled to any payments,
benefits, damages, awards or compensation other than as expressly and
specifically required by Paragraph 8 of this Agreement.


 


6.             OUTSIDE ACTIVITIES: During Employee’s employment with Adaptec,
he agrees to devote his full productive time, energies and abilities to the
proper and efficient management of Adaptec’s business. Without express, prior
written authorization from Adaptec’s Board of Directors, Employee shall not,
directly or indirectly, during the term of his employment: (1) render services
of a business, professional or commercial nature, to any other person, firm,
entity, or business, whether for compensation or otherwise; or (2) engage in
any activity competitive with or adverse to Adaptec’s business or welfare,
whether alone, or as an owner, shareholder or partner, or as an officer,
director, employee, advisor, contractor or consultant; or (3) serve as a
Director of a for-profit public company or as a Director of a for profit private
company with a valuation in excess of $10,000,000, without the prior written consent
of Adaptec’s CEO.


 


7.             PROTECTION OF ADAPTEC’S
CONFIDENTIAL AND PROPRIETARY INFORMATION AND TRADE SECRETS: During Employee’s employment with Adaptec
as well as at all times following his termination thereof, Employee agrees to
abide by and comply with the Employee Proprietary Information Agreement which
he entered into, a copy of which is attached hereto and incorporated herein as “Exhibit
A.”


 


8.             TERMINATION OF EMPLOYMENT:


 


(a)           Termination for Cause: Adaptec and Employee agree that Adaptec may
terminate Employee’s employment and terminate this Agreement at any time “for
cause,” which shall include any one or more of the following reasons:


 


(1) A deliberate or serious
violation of the Employee’s material duties as assigned by Adaptec’s CEO;


 


(2) Refusal or unwillingness
to perform such material duties in good faith;


 


(3) A breach or violation of
any other terms or conditions of this Agreement, including the Employee
Proprietary Information Agreement;


 


(4) Neglect or poor
performance of duties, if not remedied to Adaptec’s CEO’s satisfaction after
written notice has been given to the Employee by Adaptec’s CEO or his designee;


 


(5) Arrest of the Employee
for a felony, a serious violation of the law, or other crime involving moral turpitude,
fraud, misappropriation of funds, habitual insobriety or illegal drug use;


 


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(6) Substance abuse or any
other action on the part of the Employee involving willful and deliberate
malfeasance or gross negligence in the performance of his duties and
responsibilities;


 


(7) Prolonged absence from
duties without the consent and approval of Adaptec’s CEO, including but not
limited to, where Employee is permanently disabled, which, from the CEO’s sole
discretion, constitutes justification for Employee’s termination;


 


(8) Employee’s death.


 


(b)           Consequences of Termination for Cause: In the event Adaptec exercises its option
to terminate Employee “for cause” as defined in this paragraph, Employee shall
be entitled only to the unpaid salary and unused vacation benefits which he has
accrued through and until the date of his termination. There shall be no
entitlement to compensation for any partially-accrued, unused sabbatical.
Employee shall be entitled to no other or further compensation, benefits or
severance payments of any kind or nature in the event he is terminated “for
cause.” Should the Employee be terminated “for cause” as provided in this
paragraph, Adaptec will provide the Employee with a written statement detailing
such cause.


 


(c)           Termination Without Cause: Adaptec, by action of its CEO, may
terminate


 


Employee’s employment and
terminate this Employment Agreement at any time and for any reason without
cause by giving Employee written notification of termination. In the event Adaptec
exercises its option to terminate Employee without cause, upon Employee signing
a Separation Agreement and General Release, Adaptec shall:


 


(1) pay Employee his unpaid
salary and unused vacation benefits he has accrued prior to the date of his
termination;


 


(2) pay to Employee within
30 days following his termination of employment with Adaptec a one-time payment
equal to one year of base salary; plus an additional week of base salary for
each year of service beyond three years of service. Employee’s prior service to
the 2006 rehire date will not be considered in calculating tenure.


 


(3) provide outplacement
services on Employee’s behalf through the use of a company or consultant to be
chosen by Employee in an amount not to exceed $10,000, said payments to be made
directly to the outplacement service provider;


 


(4) provide Employee and his
legal dependents with coverage under Adaptec’s health, vision and dental
insurance plans pursuant to the terms of the Consolidated Omnibus Budget And
Reconciliation Act (“COBRA”) following the termination of Employee’s employment
with Adaptec. Adaptec agrees to pay the premiums for those COBRA benefits for
the period of one year following the termination of his employment.


 


(d)           Change of Control:  If
within one (1) year of the Change of Control: 1)A material reduction, without
Employee’s consent, of the annual base and target incentive compensation
specified in this letter of agreement; 2) The failure of the Company’s
successor after a Change in Control to assume this letter of agreement. 3) Employee’s
employment is terminated without 


 


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cause
by the Company 4) if the Employee’s position of responsibility is substantially
changed or 5) if the position relocates to more than 25 additional commute
miles (one way) and the employee elects to be terminated:


 


Upon
signing a Separation Agreement and General Release, Employee shall receive a
one-time payment equal to 1 (one) times the annual base pay, 1 (one) times the
targeted bonus, COBRA benefits for 1 (one) year, and outplacement assistance as
noted in (c) (3). Employee will also receive accelerated option vesting as
noted in the Change of Control provisions of the 2004 Equity Incentive Plan. If
the employee has less than one year of service with the Company at time of
Change of Control termination, then Employee will receive the greater of a
prorated amount of (d) or the full payment in the prior section (c) (1- 4)
whichever is greater.


 


(e)           Termination at Option of Employee: This Agreement may be terminated by Employee
and Employee has the right to resign his employment with Employer in his sole discretion
at any time. In the event the Employee terminates his employment at any time
for any reason, the Employee shall be entitled only to the compensation and
unused vacation benefits earned by him up to and including the effective date
of his termination, and he shall be entitled to no further or other
compensation, benefits, or severance payments of any nature or kind.


 


(f)            Return of Adaptec Equipment and Property. At the time of Employee’s termination of
employment with Adaptec, Employee agrees to return to Adaptec all Adaptec property
and equipment, including but not limited to, computers, printers, computer
diskettes, software, files, records, computations, reports, studies, manuals,
notebooks, documents, correspondence, customer lists, lists of potential
customers, and any and all other confidential information or records and other
similar items relating to Adaptec’s business, whether prepared by Employee or
otherwise coming into Employee’s possession.


 


9.             FINAL AND BINDING
ARBITRATION:


 


(a)           Final and Binding Arbitration: In the event any controversy or dispute
arises in connection with the validity, construction, application, enforcement
or breach of this Agreement, including any and all claims that the Employee may
have against Adaptec or any of its officers, directors, employees and/or agents
acting in their official capacity or otherwise, and all disputes and claims
Adaptec may have against Employee, shall be submitted and subjected to final and binding arbitration pursuant to
the employment dispute resolution rules of the American Arbitration Association
and the California Arbitration Act and the
parties hereto expressly waive their rights, if any, to have such matters heard
by a court or jury, or administrative agency, whether state or federal.
The claims covered by this Agreement which shall be submitted to final and
binding arbitration include, but are not
limited to, claims for breach of this Agreement, claims for wrongful
termination and constructive termination, including any and all claims for compensation
and benefits as called for in paragraph 8 of this Agreement; claims for wages
or other compensation and benefits due; claims for breach of any contract or
covenant (express or implied); tort claims; claims for discrimination and
harassment (including, but not limited to, race, color, sex, religion, national
origin, age, sexual orientation, marital status, medical condition, family
leave, handicap and/or disability); claims for benefits (except where an employee
benefit or pension plan specifies that its claims procedure shall culminate in
an arbitration procedure different from this one); and claims for violation of
any federal, state or other governmental law, statute, regulation, constitution
or ordinance, with the exception of claims excluded in Paragraph 9(b) below.


 


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(b)           Claims Not Covered By And Excluded From
Binding Arbitration: The
parties agree that any claims that the Employee may have for workers’
compensation or unemployment compensation benefits are not subject to final and
binding arbitration. In addition, the parties agree that both parties shall
have the right to seek injunctive relief from a court of competent jurisdiction.


 


(c)           Required Notice Of All Claims and Statute Of
Limitations: The parties
agree that the aggrieved party must be given written notice of any claim to be
arbitrated to the other party within the period of time required by the
applicable federal or state statute of limitations. If proper and adequate
notice is not given, then the parties agree that any such claim shall not be arbitrated
and shall be waived and cannot be brought or litigated in any judicial,
arbitral or administrative forum at any time in the future.


 


(d)           Legal Representation: The parties agree that each party to the
arbitration may be represented by an attorney or other representative of their
own choosing.


 


(e)           Arbitration Procedures: The parties agree to abide by the
employment rules and procedures as set forth by the American Arbitration
Association. The arbitration shall take place in Santa Clara County,
California. The arbitrator shall be selected as follows. The party seeking to
arbitrate the dispute shall request a list of seven arbitrators from the
American Arbitration Association, said arbitrators to be knowledgeable and
experienced in handling employment law matters. Each party shall take turns
striking one name from the list, until only one name remains. The party seeking
to arbitrate the claim shall strike the first name from the list.


 


The arbitrator shall apply
the substantive law and all applicable remedies of the state in which the claim
arose, or federal law, or both, as applicable to the claims asserted. The arbitrator,
and not any federal, state or local court or agency, shall have exclusive
authority over any dispute relating to the interpretation, applicability,
enforceability, formation or breach of this Agreement, including but not
limited to any claim that any or all part of the Agreement is void or voidable.
The arbitration shall be final and binding upon the parties. The arbitrator
shall have the authority to entertain a motion to dismiss and/or motion for
summary judgment by any party and shall apply the standards governing such
motion under the Federal Rules of Civil Procedure.


 


The parties shall have the
right to arrange for and share the cost of a court reporter to provide a
stenographic recording of the arbitration proceedings. At the close of the
arbitration hearing, the parties shall have the right to prepare and submit
post-hearing briefs. The time for filing such a brief shall be set by the
arbitrator.


 


Either party may bring an
action in any court of competent jurisdiction to compel arbitration under this
Agreement and to enforce an arbitration award. Except as otherwise provided in
this Agreement, the parties agree that they will not initiate or prosecute any
lawsuit or administrative action (other than an administrative charge of
discrimination) in any way related to any claim covered by this Agreement.


 


Adaptec shall pay for all
fees and costs of the arbitrator as well as for the cost of the hearing room.
Each party shall pay for its own costs and attorneys’ fees, if any, incurred in
connection with the arbitration. However, if any party prevails on a statutory
claim which affords the prevailing party attorneys’ fees, the arbitrator may
award reasonable attorneys’ fees to the prevailing party.


 


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This Agreement to arbitrate
shall survive the termination of Employee’s employment. This is the complete
agreement of the parties on the subject of arbitrating disputes.


 


10.           PAYMENT OF TAXES: All payments made to Employee under this Agreement
shall be subject to all applicable federal and state income, employment and
payroll taxes.


 


11.           ENTIRE AGREEMENT: This Agreement supersedes any and all other
agreements or understandings, whether oral, implied or in writing, between the
parties hereto with respect to the subject matters covered herein, and contains
all of the covenants and agreements between the parties with respect to such
matters in their entirety. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have
been made by any party, or anyone acting on behalf of any party, which are not
embodied herein, and that no other agreement, statement or promise not
contained in this Agreement shall be valid or binding. Any modification to this
Agreement shall be effective only if it is in writing and signed by Employee and
Adaptec’s CEO.


 


12.           PARTIAL INVALIDITY: If any other provision in this Agreement is
held by a court or arbitrator of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full
force and effect without being impaired or invalidated in any way.


 


13.           APPLICABLE LAW: The laws of the State of California shall
govern this Agreement, notwithstanding conflict of laws.


 


14.           CONFIDENTIALITY: Employee agrees that at all times during
his employment with Adaptec and following his termination he shall maintain as
strictly confidential the existence of, and terms and conditions contained in,
the Agreement, to the fullest extent allowed by law.


 


15.           PREPARATION OF AGREEMENT: Regardless of which party initially drafted
this Agreement, it shall not be construed against any one party, and shall be
construed and enforced as a mutually prepared Agreement.


 


16.           NOTICES: Any notice pursuant to this Agreement shall
be deemed validly given or served if given in writing and delivered personally
or ten (10) calendar days after being sent by U.S. registered or certified
mail, return receipt requested and postage prepaid. In the case of Employee,
mailed notices shall be addressed to him at the home address which he most recently
communicated to Adaptec in writing. In the case of Adaptec, mailed notices
shall be directed and addressed to Chairman and Chief Executive Officer,
Adaptec, Inc., 691 South Milpitas Blvd., Milpitas, CA 95035.


 


17.           CONTINUING OBLIGATIONS: Whether or not Employee’s employment relationship
with Adaptec is terminated, neither Employee nor Adaptec shall be relieved of
the continuing obligations of the covenants contained in this Agreement.


 


18.           SUCCESSORS: Adaptec shall require any successor or
assignee, in connection with any sale, transfer or other disposition of all or
substantially all of Adaptec’s assets or business, whether by purchase, merger,
consolidation or otherwise, expressly to assume and agree to perform Adaptec’s
obligations under this Agreement in the same manner and to the same 


 


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extent that Adaptec would be
required to perform if no such succession or assignment had taken place.


 


19.           EMPLOYEE’S REPRESENTATIONS: Employee represents and warrants that he is
free to enter into this Agreement and to perform each of the terms and
covenants of it. Employee represents and warrants that he is not restricted or
prohibited, contractually or otherwise, from entering into and performing this
Agreement, and his execution and performance of this Agreement is not in
violation or breach of any other agreement between him and any other person or
entity. Employee acknowledges and agrees that he is entering into this Agreement
voluntarily and free of any duress or coercion.


 


	
  ADAPTEC, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ‘Sundi’ Subramanian
  Sundaresh

  	
   

  	
   

  
	
  Chief Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Entered into at Milpitas,
  California,

  	
   

  	
   

  
	
  this 21st day of March,
  2006.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Christopher O’Meara

  	
   

  	
   

  	
   

  	
  March 21, 2006

  	
   

  
	
  Christopher O’Meara (signature)

  	
  (print name)

  	
  (start date)

  
	
   

  	
   

  	
   

  
	
  Entered into at Milpitas,
  California,

  	
   

  	
   

  
	
  this
  21st day of March, 2006.

  	
   

  	
   

  
						



 


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Exhibit
A


 


EMPLOYEE
PROPRIETARY INFORMATION AGREEMENT


 


As an employee of
Adaptec, Inc., its subsidiary or its affiliate (together, the “Company”) and in
consideration of the compensation now and hereafter paid to me, I agree to the
following:


 


1.             Maintain
Confidential Information.


 


a.                                       Company
Information. I agree at all times during the term of employment and thereafter
to hold in strictest confidence, not to use, except for the benefit of the
Company, or to disclose to any person, firm or corporation without written
authorization of the Company, any trade secrets, confidential knowledge, data,
or other proprietary information relating to products, processes, know-how,
designs, formulas, developmental or experimental work, discoveries,
developments, improvements, techniques, computer programs, data bases, other
original works of authorship, customer and supplier lists, business plans,
programs, sales or financial information, or other subject matter pertaining to
any business of the Company or any of its clients, consultants, or licensees.


 


b.                                      Former
Employer Information. I agree that I will not, during my employment with the
Company, improperly use or disclose any proprietary information or trade
secrets of my former or concurrent employers or companies, or any other person,
and that I will not bring onto the premises of the Company any unpublished documents
or any property belonging to my former or concurrent employers or companies, or
any other person, unless consented to in writing by said employers, companies,
or other person.


 


c.                                       Third
Party Information. I recognize that the Company has received and in the future
will receive from third parties their confidential or proprietary information subject
to a duty on the Company’s part to maintain the confidentiality of such information
and to use it only for certain limited purposes. I agree that I owe the Company
and such third parties, during the term of my employment and thereafter, a duty
to hold all such confidential or proprietary information in the strictest
confidence and not to disclose it to any person, firm, or corporation, except
as necessary in carrying out my work for the Company or such third party
(consistent with the Company’s agreement with such third party) without the
express written authorization of the Company.


 


2.             Retaining
and Assigning Inventions and Original Works.


 


a.                                       Inventions
and Original Works Retained by Me. I have listed in Section 8 hereof,
descriptions of any and all inventions, original works of authorship,
developments, improvements, and trade secrets which were made by me prior to my
employment with the Company, which belong to me, which relate to the Company’s
proposed business and products, and which are not assigned to the Company.


 


b.                                      Inventions
and Original Works Assigned to the Company. I agree that I will promptly make
full written disclosure to the Company, will hold in trust for the sole right
and benefit of the Company, and will assign to the Company all my right, title,
and interest in and to any and all inventions, original works of 


 


8

















 


authorship, developments,
improvements, or trade secrets which I may solely or jointly conceive or
develop or reduce to practice, or cause to be conceived or developed or reduced
to practice, during the period of time I am in the employment of the Company. I
recognize, however, that assignment to the Company under this provision of any
invention is subject to Section 2870 of the California Labor Code which reads
as follows:


 


“(a)                            Any
provision in an employment agreement which provides that an employee shall
assign, or offer to assign, any of his or her rights to an invention to his or
her employer shall not apply to an invention that the employee developed
entirely on his or her own time without using the employer’s equipment,
supplies, facilities, or trade secret information except for those inventions
that either:


 


(1)                                  Relate
at the time of conception or reduction to practice of the  invention
to the employer’s business, or actual or demonstratively anticipated research
or development of the employer; or


 


(2)                                  Result
from any work performed by the employee for the employer.


 


“(b)                           To the
extent a provision in an employment agreement purports to require an employee
to assign an invention otherwise excluded from being required to be assigned
under subdivision (a), the provision is against the public policy of this state
and unenforceable.”


 


I acknowledge that all
original works of authorship which are made by me (solely or jointly with
others) within the scope of my employment and which are protectible by
copyright are “works made for hire,” as the term is defined in the United
States Copyright Act (17 USCA, Section 101).


 


c.                                       Maintenance
of Records. I agree to keep and maintain adequate and current written records
of all inventions and original works of authorship made by me and all work,
study and investigation done by me (solely or jointly with others) during the
term of my employment with the Company. The records will be in the form of
notes, sketches, drawings, and any other format that may be specified by the
Company. The records will be available to and remain the sole property of the
Company at all times.


 


d.                                      Inventions
Assigned to the United States. I agree to assign to the United States
government, all my right, title, and interest in and to any and all inventions,
original works of authorship, developments, improvements, or trade secrets
whenever such full title is required to be in the United States by a contract
between the Company and the United States or any of its agencies.


 


e.                                       Obtaining
Letters Patent, Copyrights, and Mask Work Rights. I agree that my obligation to
assist the Company or its nominee to obtain or enforce United States or foreign
letters patent, copyrights, or mask work rights covering inventions, works of
authorship, and mask works, respectively, assigned hereunder to the Company
shall continue beyond the termination of my employment, but the Company shall
compensate me at a reasonable rate for time actually spent by me at the Company’s
request on such assistance. If the 


 


9

















 


Company is unable because
of my mental or physical incapacity or for any reason to secure my signature to
apply for or to pursue any application or enforce any rights for any United
States or foreign letters patent, copyrights, or mask work rights covering
inventions or other rights assigned to the Company, as above, then I hereby
irrevocably designate and appoint the Company and its duly authorized officers
and agents as my agent and attorney in fact, to act for and on my behalf and
stead and to execute and file any such applications and to do all other
lawfully permitted acts to further the prosecution, issuance or enforcement of
letters patent, copyrights, and mask work rights with the same legal force and
effect as if executed by me. I acknowledge that all original works of
authorship which are made by me (solely or jointly with others) within the
scope of my employment and which are protectible by copyright are “works for
hire” as that term is defined in the United States Copyright Act. I hereby
waive and quitclaim to the Company any and all claims of any nature whatsoever,
which I now or may hereafter have infringement of any patents, copyrights, or
mask work rights resulting from any such application assigned hereunder to the
Company.


 


f.                                         Exception
to Assignment. I understand that the provisions of this Agreement requiring
assignment to the Company do not apply to any invention which is exempt from
assignment under the provisions of Section 2870 of the California Labor Code. I
will advise the Company promptly in writing of any inventions, original works
of authorship, developments, improvements, or trade secrets that I believe are
exempt from assignment to the Company based upon the application of Section
2870 of the California Labor Code, and I will at that time provide to the
Company in writing all evidence necessary to substantiate that belief. I
understand that the Company will keep in confidence and will not disclose to
third parties without my consent any confidential information disclosed in
writing to the Company relating to inventions that are exempt from assignment
under the provisions of Section 2870 of the California Labor Code.


 


3.                                       Conflicting
Employment. I agree that, during the term of my employment with the Company, I
will not engage in any other employment, occupation, consulting, or other
business activity directly related to the business in which the Company is now
involved or becomes involved during the term of my employment, nor will I
engage in any other activities that conflict with my obligations to the
Company.


 


4.                                       Solicitation
of Company Employees. I agree that while employed by the Company and for one
year following the termination of my employment, I will not disrupt, damage,
impair, or interfere with the business of the Company, or directly or
indirectly alone or in concert with others solicit the services of any Company
employee for another employer, or otherwise induce or attempt to induce such
employees to terminate their employment with Adaptec.


 


5.                                       Company
Documents and Property. I agree that at the time of leaving the employment of
the Company, I will deliver to the Company (and will not keep in my possession
or deliver to anyone else) any and all devices, records, data, notes, reports,
proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials,
equipment, other documents or property, or reproductions of any aforementioned
items belonging to the Company, its successors or assigns. I further agree that
any property situated on the Company’s premises and owned by the Company,
including the computer information and telecommunications systems (and all
information stored therein), desks, filing cabinets, or other storage or work
area is subject to inspection by Company personnel at any time, with or without
notice. In the event of termination of 


 


10

















 


my employment, I agree to
sign and deliver “Termination Statement” attached hereto as Exhibit A.


 


6.                                       Representations.
I agree to execute any proper oath or verify any proper document required to
carry out the terms of this Agreement. I represent that my performance of all
terms of this Agreement will not breach any agreement to keep in confidence
proprietary information acquired by me in confidence or in trust prior to my
employment by the Company. I have not entered into, and agree that I will not
enter into, any oral or written agreement in conflict herewith.


 


7.             General
Provisions.


 


a.                                       Governing
Law. This Agreement will be governed by the laws of the State of California.


 


b.                                      Entire
Agreement. This Agreement sets forth the entire agreement and understanding
between the Company and me relating to the subject matter herein and merges all
prior discussions between us. No modification of or amendment to this
Agreement, or any waiver of any rights under this Agreement will be effective
unless in writing signed by the party to be charged.Any subsequent change or
changes in my duties, salary, or compensation will not affect the validity or
scope of this Agreement.


 


c.                                       Severability.
If one or more of the provisions in this Agreement are deemed void by law, then
the remaining provisions will continue in full force and effect.


 


d.                                      Successors
and Assigns. This Agreement will be binding upon my heirs, executors,
administrators, and other legal representatives and will be for the benefit of
the Company, its successors and its assigns.


 


e.                                       Survival.
The provisions of this Agreement shall survive the termination of my employment
and the assignment of this Agreement by the Company to any successor in
interest or other assignee.


 


f.                                         Employment.
I agree and understand that nothing in this Agreement shall confer any right
with respect to continuation of employment by the Company, or shall it
interfere in any way with my right or the Company’s right to terminate my
employment at any time, with or without cause.


 


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8.                                       List
of Inventions. Pursuant to Section 2(a) of this Agreement, below is a list of
my prior inventions and original works of authorship.


 


	
  Title

  	
   

  	
  Date

  	
   

  	
  Brief Description

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


In the event, as a result
of my work for the Company, the Company would infringe any intellectual
property right of mine listed in Section 8 hereof, the Company shall automatically
have a royalty free, nonexclusive license throughout the work including the
right to grant and sublicense to the extent necessary to permit the Company to
use and to enjoy all the resulting product of such work of mine to the fullest
extent, unless, prior to initiating any such work, I obtain the waiver, in
writing, of the Company, by an officer of the Company waiving the Company’s
license in such instance.


 


IF NO PRIOR INVENTIONS OR
WORKS OF AUTHORSHIP ARE LISTED IN SECTION 8 HEREIN, I HEREBY AFFIRM THAT THERE
ARE NO SUCH INVENTIONS OR ORIGINAL WORKS OF AUTHORSHIP.


 


	
  /s/ Christopher O’Meara

  	
   

  	
   

  	
   

  
	
  Signature of Employee

  	
   

  	
  Name of Employee (typed
  or printed)

  
	
   

  	
   

  	
   

  
	
  March 21, 2006

  	
   

  	
   

  	
   

  
	
  Dated

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Adaptec, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
									



 


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