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EXHIBIT 10.1  


 
 

AMENDMENT NO. 5 TO OPTION AGREEMENT II    
  


        * Confidential Treatment Requested: Portions of this document have been omitted and filed separately with the Securities and Exchange Commission pursuant to a
request for confidential treatment. 


        This
Amendment No. 5 to Option Agreement II (the "Amendment No. 5") is effective as of October 25, 2001 (the "Effective Date") by and between Adaptec
Manufacturing (S) Pte. Ltd., a company organized under the laws of Singapore, with its current registered address at 6 Battery Road, 532-00, Singapore 049909
("Customer"), and Taiwan Semiconductor Manufacturing Co., Ltd., a company organized under the laws of the Republic of China, with its registered address at No. 121 Park Avenue 3,
Science-Based Industrial Park, Hsin-Chu, Taiwan, Republic of China ("TSMC"), for the purpose of amending the Option Agreement II entered into by Customer and TSMC on
October 23, 1995 (the "Option Agreement II") as follows: 


	1.
	Replace
Section 20 from Amendment No. 4 with the following: 



        "Section 20
Non-Publicity 



	(a)
	No
publicity or information regarding the existence or contents of this Agreement shall be given or released by either party in any case, other than as required by law. In the event
that any applicable law or regulation requires the disclosure of this Agreement, the disclosing party must provide details of the disclosure request prior to submission of such information to the
requesting authority.



	(b)
	The
exchange of information by either party for the purposes of review of the contents prior to disclosure as described in the foregoing Section 20(a) will be handled directly
by the TSMC and Customer representatives responsible for official company communications and public relations: 







	For TSMC	 	 
	

Name:	
 	

Rick Tsai
	Title:	 	President and COO
	Address:	 	No. 121, Park Avenue 3, Science-Based Industrial Park, Hsin-Chu,

Taiwan, Republic of China
	Telephone No:	 	011-886-3-578-0221
	Fax No:	 	011-886-3-578-1545
	

CC to:	
 	

 
	

Name:	
 	

David Keller
	Title:	 	Vice President, Business Management, TSMC North America
	Address:	 	2585 Junction Avenue, San Jose, CA 95134, USA
	Telephone No:	 	408-382-8068
	Fax No:	 	408-382-8008
	

For Customer	
 	

 
	

Name:	
 	

Mike Bellnier
	Title:	 	Vice President, Engineering Operations
	Address:	 	691 South Milpitas Boulevard, Milpitas, CA95035, USA
	Telephone No:	 	408-945-8600
	Fax No:	 	408-957-8227





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	(c)
	In
the event that either party breaches Section 20(a) of this Agreement, the non-breaching party may terminate this Agreement immediately with a 180 days
written notice to the breaching party pursuant to Section 7(c) of this Agreement." 





	2.
	Replace
Exhibits B and D with the new Exhibits B and D attached hereto.



	3.
	All
the other terms and conditions of the Option Agreement II and prior Amendments, shall remain unchanged to the extent not in conflict with the terms and conditions in this
Amendment No. 5. 






	Taiwan Semiconductor

Manufacturing Co., Ltd.	 	Adaptec Manufacturing (S) Pte. Ltd.
	

/s/  RICK TSAI      
	
 	

/s/  MIKE BELLNIER      

	Name:	 	Rick Tsai	 	Name:	 	Mike Bellnier
	Title:	 	President and COO	 	Title:	 	Vice President, Engineering Operations




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Exhibit B
  CUSTOMER/TSMC COMMITTED CAPACITY    
  


Unit:
K 6" Wafer Equivalent 



	 
	 	2001
	 	2002
	 	2003
	 	2004

	Base Capacity

(For Options)	 	[*]	 	[*]	 	[*]	 	[*]
	X% of Base

Capacity	 	[*]	 	[*]	 	[*]	 	[*]
	Option	 	[*]	 	[*]	 	[*]	 	[*]
	TSMC Committed Capacity

(Base Capacity + Option Capacity)	 	[*]	 	[*]	 	[*]	 	[*]
	Customer Committed Capacity

(X% Base Capacity + Option Capacity)	 	[*]	 	[*]	 	[*]	 	[*]






1.    For 2001  


        Option Capacity [*] wafers times US$[*] per wafer = US$8.4 million 


2.    For 2002, 2003, 2004  


        Option Capacity of [*] wafers times US$[*] per wafer = US$28.4 million for 2002, 2003, 2004 



        The
Option Credit of US$[*] per wafer will apply to wafers both within and in excess of the Option Capacity, in any given year. The Agreement will terminate upon
Adaptec's purchase of [*] wafers. 


3.    For 2001 - 2004  


        In the case that Adaptec does not purchase the required Option Capacity, in any give year, the unused Option Deposit will be rolled over until Adaptec purchases
[*] wafers. 


        [*]  Confidential
information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential
treatment. 


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Exhibit D
  OPTION FEE    
  



	Year
 
	 	Option Capacity

(Unit: Wafer Equivalent)
 
	 	Option Fee

(Unit: US$)
 
	 	Due Date
 

	

	2000	 	[*]	 	$8.4M	 	Paid
	2001	 	[*]	 	$8.4M	 	Paid
	2002	 	[*]	 	$8.4M	 	Paid
	2003	 	[*]	 	$10M	 	Paid
	2004	 	[*]	 	$10M	 	Paid







        [*]  Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential
treatment. 


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AMENDMENT NO. 5 TO OPTION AGREEMENT II

Exhibit B CUSTOMER/TSMC COMMITTED CAPACITY

Exhibit D OPTION FEE