EXHIBIT 10.3

                             ADEPT TECHNOLOGY, INC.

                        1998 EMPLOYEE STOCK PURCHASE PLAN


         The following  constitute  the  provisions  of the 1998 Employee  Stock
Purchase Plan of Adept Technology, Inc.

         1.  Purpose.  The  purpose of the Plan is to provide  employees  of the
Company and its Designated  Subsidiaries  with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention
of the Company to have the Plan qualify as an  "Employee  Stock  Purchase  Plan"
under  Section  423 of the  Internal  Revenue  Code of  1986,  as  amended.  The
provisions  of the Plan,  accordingly,  shall be  construed  so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

         2. Definitions.

                  (a) "Board" shall mean the Board of Directors of the Company.

                  (b) "Code"  shall mean the Internal  Revenue Code of 1986,  as
amended.

                  (c) "Common Stock" shall mean the common stock of the Company.

                  (d)  "Company"  shall  mean  Adept  Technology,  Inc.  and any
Designated Subsidiary of the Company.

                  (e)  "Compensation"  shall mean all base  straight  time gross
earnings, commissions, and payments for overtime.

                  (f)  "Designated  Subsidiaries"  shall  mean the  Subsidiaries
which have been designated by the Board from time to time in its sole discretion
as eligible to participate in the Plan.

                  (g) "Employee" shall mean any individual who is an employee of
the Company for tax purposes whose  customary  employment with the Company is at
least  twenty  (20) hours per week and more than two (2) months in any  calendar
year. For purposes of the Plan, the employment  relationship shall be treated as
continuing  intact  while  the  individual  is on sick  leave or other  leave of
absence  approved by the Company.  Where the period of leave exceeds 90 days and
the individual's right to reemployment is not guaranteed either by statute or by
contract,  the employment  relationship will be deemed to have terminated on the
91st day of such leave.

                  (h) "Enrollment Date" shall mean the first Trading Day of each
Offering Period.

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                                                                    EXHIBIT 10.3

                  (i)  "Exercise  Date" shall mean the last  Trading Day of each
Purchase Period.

                  (j) "Fair Market Value" shall mean, as of any date,  the value
of Common Stock determined as follows:

                      (1) If the Common Stock is listed on any established stock
exchange or a national market system,  including  without  limitation the Nasdaq
National Market or The Nasdaq  SmallCap  Market of The Nasdaq Stock Market,  its
Fair Market  Value shall be the closing  sale price for the Common Stock (or the
mean of the closing bid and asked prices, if no sales were reported),  as quoted
on such  exchange or system for the last market  trading day on the date of such
determination,  as reported in The Wall Street  Journal or such other  source as
the Board deems reliable; or

                      (2)  If  the  Common  Stock  is  regularly   quoted  by  a
recognized  securities  dealer but  selling  prices are not  reported,  its Fair
Market  Value  shall be the mean of the  closing  bid and asked  prices  for the
Common Stock on the date of such  determination,  as reported in The Wall Street
Journal or such other source as the Board deems reliable; or

                      (3) In the absence of an established market for the Common
Stock,  the Fair Market Value  thereof  shall be determined in good faith by the
Board.

                  (k) "Offering  Period" shall mean the period of  approximately
twelve (12) months  during which an option  granted  pursuant to the Plan may be
exercised,  commencing on the first Trading Day on or after May 1 and November 1
(beginning in 1998) of each year and  terminating on the last Trading Day in the
period ending twelve months later;  provided,  however,  that the first Offering
Period  under the Plan shall  commence  with the first  Trading  Day on or after
November 6, 1998,  and ending on the last  Trading Day on or before  October 31,
1999.  The  duration and timing of Offering  Periods may be changed  pursuant to
Section 4 of this Plan.

                  (l) "Plan" shall mean this 1998 Employee Stock Purchase Plan.

                  (m) "Purchase  Period" shall mean the  approximately six month
period  commencing  after one  Exercise  Date and ending with the next  Exercise
Date,  except  that the first  Purchase  Period  of any  Offering  Period  shall
commence on the Enrollment  Date and end with the next Exercise Date;  provided,
however,  that the first Purchase  Period under the Plan shall commence with the
first  Trading  Day on or after  November  6,  1998,  and  shall end on the last
Trading Day on or before April 30, 1999.

                  (n)  "Purchase  Price" shall mean 85% of the Fair Market Value
of a share of  Common  Stock on the  Enrollment  Date or on the  Exercise  Date,
whichever is lower; provided however, that the Purchase Price may be adjusted by
the Board pursuant to Section 20.

                  (o) "Reserves" shall mean the number of shares of Common Stock
covered by each option under the Plan which have not yet been  exercised and the
number of shares of Common Stock which have been  authorized  for issuance under
the Plan but not yet placed under option.

                                      -2-

<PAGE>

                                                                    EXHIBIT 10.3

                  (p)  "Subsidiary"  shall  mean  a  corporation,   domestic  or
foreign, of which not less than 50% of the voting shares are held by the Company
or a  Subsidiary,  whether or not such  corporation  now exists or is  hereafter
organized or acquired by the Company or a Subsidiary.

                  (q)  "Trading  Day" shall mean a day on which  national  stock
exchanges and the Nasdaq System are open for trading.

         3. Eligibility.

                  (a) Any  Employee (as defined in Section  2(g)),  who shall be
employed  by the  Company  on a given  Enrollment  Date  shall  be  eligible  to
participate in the Plan.

                  (b)   Any   provisions   of   the   Plan   to   the   contrary
notwithstanding,  no Employee  shall be granted an option  under the Plan (i) to
the extent that, immediately after the grant, such Employee (or any other person
whose stock would be attributed to such Employee  pursuant to Section  424(d) of
the Code) would own capital stock of the Company and/or hold outstanding options
to  purchase  such  stock  possessing  five  percent  (5%) or more of the  total
combined  voting  power or  value of all  classes  of the  capital  stock of the
Company or of any  Subsidiary,  or (ii) to the extent  that his or her rights to
purchase  stock under all employee  stock  purchase plans of the Company and its
subsidiaries  accrues  at a rate  which  exceeds  Twenty-Five  Thousand  Dollars
($25,000)  worth of stock  (determined at the fair market value of the shares at
the time such option is granted) for each  calendar year in which such option is
outstanding at any time.

         4. Offering  Periods.  The Plan shall be  implemented  by  consecutive,
overlapping  Offering Periods with a new Offering Period commencing on the first
Trading Day on or after May 1 and November 1 of each year, or on such other date
as the Board shall  determine,  and continuing  thereafter  until  terminated in
accordance with Section 20 hereof;  provided,  however,  that the first Offering
Period  under the Plan shall  commence  with the first  Trading  Day on or after
November 6, 1998,  and ending on the last  Trading Day on or before  October 31,
1999. The Board shall have the power to change the duration of Offering  Periods
(including  the  commencement  dates  thereof) with respect to future  offerings
without shareholder  approval if such change is announced prior to the scheduled
beginning of the first Offering Period to be affected thereafter.

         5. Participation.

                  (a) An eligible  Employee may become a participant in the Plan
by completing a subscription  agreement  authorizing  payroll  deductions in the
form of Exhibit A to this Plan and filing it with the Company's  payroll  office
prior to the applicable Enrollment Date.

                   (b) Payroll  deductions  for a participant  shall commence on
the  first  payroll  following  the  Enrollment  Date and  shall end on the last
payroll in the Offering Period to which such authorization is applicable, unless
sooner terminated by the participant as provided in Section 10 hereof.

                                      -3-

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                                                                    EXHIBIT 10.3

         6. Payroll Deductions.

                  (a) At the time a  participant  files his or her  subscription
agreement, he or she shall elect to have payroll deductions made on each pay day
during the Offering  Period in an amount not exceeding  fifteen percent (15%) of
the  Compensation  which he or she  receives on each pay day during the Offering
Period, provided, however, the aggregate of such payroll deductions under two or
more employee stock purchase plans of the Company that are  overlapping  may not
exceed fifteen percent (15%) of the participant's  Compensation  which he or she
receives on each pay day during the Offering Period.

                  (b) All payroll  deductions  made for a  participant  shall be
credited  to his or her  account  under the Plan and will be  withheld  in whole
percentages  only. A participant may not make any additional  payments into such
account.

                  (c) A participant may discontinue his or her  participation in
the Plan as provided in Section 10 hereof,  or may increase or decrease the rate
of his or her payroll  deductions  during the Offering  Period by  completing or
filing with the Company a new  subscription  agreement  authorizing  a change in
payroll  deduction rate. The Board may, in its  discretion,  limit the number of
participation  rate changes during any Offering Period. The change in rate shall
be effective with the first full payroll period following five (5) business days
after the Company's receipt of the new subscription agreement unless the Company
elects to process a given change in participation  more quickly. A participant's
subscription  agreement shall remain in effect for successive  Offering  Periods
unless terminated as provided in Section 10 hereof.

                  (d) Notwithstanding the foregoing,  to the extent necessary to
comply  with  Section   423(b)(8)  of  the  Code  and  Section  3(b)  hereof,  a
participant's  payroll  deductions  may be decreased to zero percent (0%) by the
participant  at any time  during a Purchase  Period.  Payroll  deductions  shall
recommence at the rate provided in such participant's  subscription agreement at
the  beginning  of the first  Purchase  Period  which is scheduled to end in the
following  calendar year,  unless  terminated by the  participant as provided in
Section 10 hereof.

                  (e) At the time the option is exercised,  in whole or in part,
or at the time some or all of the  Company's  Common Stock issued under the Plan
is disposed of, the participant  must make adequate  provision for the Company's
federal, state, or other tax withholding  obligations,  if any, which arise upon
the exercise of the option or the  disposition of the Common Stock. At any time,
the Company may, but will not be obligated to,  withhold from the  participant's
compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax  deductions or benefits  attributable  to sale or early  disposition  of
Common Stock by the Employee.

                                      -4-

<PAGE>

                                                                    EXHIBIT 10.3

         7. Grant of Option.  On the  Enrollment  Date of each Offering  Period,
each eligible Employee participating in such Offering Period shall be granted an
option to purchase on each  Exercise  Date during such  Offering  Period (at the
applicable  Purchase  Price) up to a number of  shares of the  Company's  Common
Stock  determined by dividing such  Employee's  payroll  deductions  accumulated
prior to such Exercise Date and retained in the Participant's  account as of the
Exercise Date by the applicable Purchase Price;  provided that in no event shall
an Employee be permitted to purchase during each Purchase Period more than 3,000
shares of the  Company's  Common Stock  (subject to any  adjustment  pursuant to
Section  19), and provided  further that such  purchase  shall be subject to the
limitations set forth in Sections 3(b) and 12 hereof.  The Board may, for future
Offering Periods, increase or decrease, in its absolute discretion,  the maximum
number of shares of the Company's  Common Stock an Employee may purchase  during
each Purchase Period of such Offering Period. Exercise of the option shall occur
as provided in Section 8 hereof,  unless the participant has withdrawn  pursuant
to  Section  10  hereof,  and the  option  shall  expire  on the last day of the
Offering Period.

         8. Exercise of Option.

                  (a) Unless a participant  withdraws  from the Plan as provided
in Section 10 hereof,  his or her  option  for the  purchase  of shares  will be
exercised  automatically  on the Exercise  Date,  and the maximum number of full
shares  subject  to  option  shall  be  purchased  for such  participant  at the
applicable  Purchase Price with the accumulated payroll deductions in his or her
account.  No  fractional  shares  will  be  purchased;  any  payroll  deductions
accumulated  in a  participant's  account which are not sufficient to purchase a
full share  shall be retained in the  participant's  account for the  subsequent
Purchase  Period or  Offering  Period,  subject  to  earlier  withdrawal  by the
participant  as provided in Section 10 hereof.  Any other  monies left over in a
participant's  account  after  the  Exercise  Date  shall  be  returned  to  the
participant. During a participant's lifetime, a participant's option to purchase
shares hereunder is exercisable only by him or her.

                  (b) If the Board  determines  that, on a given  Exercise Date,
the number of shares  with  respect to which  options  are to be  exercised  may
exceed:

                           (i) the  number of shares of Common  Stock  that were
available  for sale  under  the Plan on the  Enrollment  Date of the  applicable
Offering Period, or

                           (ii) the  number of shares  available  for sale under
the Plan on such Exercise Date, the Board may in its sole discretion

                                    (x) provide  that the  Company  shall make a
pro rata allocation of the shares of Common Stock available for purchase on such
Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall
be practicable  and as it shall determine in its sole discretion to be equitable
among all  participants  exercising  options to  purchase  Common  Stock on such
Exercise Date, and continue all Offering Periods then in effect, or

                                      -5-

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                                                                    EXHIBIT 10.3

                                    (y) provide  that the  Company  shall make a
pro rata allocation of the shares available for purchase on such Enrollment Date
or Exercise Date, as applicable,  in as uniform a manner as shall be practicable
and as it shall  determine  in its sole  discretion  to be  equitable  among all
participants  exercising options to purchase Common Stock on such Exercise Date,
and terminate any or all Offering  Periods then in effect pursuant to Section 20
hereof.

The  Company  may make a pro rata  allocation  of the  shares  available  on the
Enrollment  Date of any  applicable  Offering  Period  pursuant to the preceding
sentence,  notwithstanding  any  authorization of additional shares for issuance
under the Plan by the Company's shareholders subsequent to such Enrollment Date.

         9.  Delivery.  As promptly as  practicable  after each Exercise Date on
which a purchase of shares  occurs,  the Company  shall  arrange the delivery to
each  participant,  as  appropriate,  of a certificate  representing  the shares
purchased upon exercise of his or her option.

         10. Withdrawal.

                  (a) A  participant  may withdraw all but not less than all the
payroll  deductions  credited to his or her account and not yet used to exercise
his or her  option  under the Plan at any time by giving  written  notice to the
Company in the form of Exhibit B to this Plan. All of the participant's  payroll
deductions  credited  to his or her  account  will be  paid to such  participant
promptly after receipt of notice of withdrawal and such participant's option for
the Offering  Period will be  automatically  terminated,  and no further payroll
deductions for the purchase of shares will be made for such Offering Period.  If
a participant  withdraws from an Offering  Period,  payroll  deductions will not
resume at the beginning of the succeeding Offering Period unless the participant
delivers to the Company a new subscription agreement.

                  (b) A  participant's  withdrawal from an Offering Period shall
not have any effect upon his or her  eligibility  to  participate in any similar
plan which may  hereafter  be adopted by the Company or in  succeeding  Offering
Periods which commence after the  termination of the Offering  Period from which
the participant withdraws.

         11. Termination of Employment.

                  Upon a participant's  ceasing to be an Employee (as defined in
Section 2(g) hereof),  for any reason,  he or she will be deemed to have elected
to  withdraw  from  the  Plan  and  the  payroll  deductions  credited  to  such
participant's  account  during the Offering  Period but not yet used to exercise
the option will be returned  to such  participant  or, in the case of his or her
death, to the person or persons  entitled  thereto under Section 15 hereof,  and
such  participant's  option  will be  automatically  terminated.  The  preceding
sentence  notwithstanding,  a participant who receives payment in lieu of notice
of  termination  of employment  shall be treated as continuing to be an Employee
for the  participant's  customary number of hours per week of employment  during
the  period in which the  participant  is  subject  to such  payment  in lieu of
notice.

         12. Interest.  No interest shall accrue on the payroll  deductions of a
participant in the Plan.

                                      -6-

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                                                                    EXHIBIT 10.3

         13. Stock.

                  (a) Subject to adjustment  upon changes in  capitalization  of
the Company as provided  in Section 19 hereof,  the maximum  number of shares of
the Company's Common Stock which shall be made available for sale under the Plan
shall be 600,000 shares, plus an annual increase to be added on the first day of
the  Company's  fiscal  year  beginning  in July 1999 equal to the lesser of (i)
300,000  shares  or (ii) 3% of the  outstanding  shares  on such date or (iii) a
lesser amount determined by the Board.

                  (b) The  participant  will have no interest or voting right in
shares covered by his option until such option has been exercised.

                  (c) Shares to be  delivered  to a  participant  under the Plan
will  be  registered  in the  name  of the  participant  or in the  name  of the
participant and his or her spouse.

         14.  Administration.  The Plan shall be  administered by the Board or a
committee  of members  of the Board  appointed  by the  Board.  The Board or its
committee  shall have full and  exclusive  discretionary  authority to construe,
interpret  and  apply the terms of the Plan,  to  determine  eligibility  and to
adjudicate all disputed claims filed under the Plan. Every finding, decision and
determination  made by the  Board or its  committee  shall,  to the full  extent
permitted by law, be final and binding upon all parties.

         15. Designation of Beneficiary.

                  (a)  A  participant  may  file  a  written  designation  of  a
beneficiary   who  is  to  receive  any  shares  and  cash,  if  any,  from  the
participant's  account under the Plan in the event of such  participant's  death
subsequent  to an Exercise  Date on which the option is  exercised  but prior to
delivery to such participant of such shares and cash. In addition, a participant
may file a written  designation of a beneficiary who is to receive any cash from
the  participant's  account  under the Plan in the  event of such  participant's
death  prior to  exercise of the  option.  If a  participant  is married and the
designated  beneficiary is not the spouse, spousal consent shall be required for
such designation to be effective.

                   (b) Such  designation  of  beneficiary  may be changed by the
participant  at any time by  written  notice.  In the  event  of the  death of a
participant  and in the absence of a beneficiary  validly  designated  under the
Plan who is living at the time of such  participant's  death,  the Company shall
deliver such shares and/or cash to the executor or  administrator  of the estate
of the participant,  or if no such executor or administrator  has been appointed
(to the knowledge of the Company),  the Company, in its discretion,  may deliver
such  shares  and/or  cash to the  spouse  or to any one or more  dependents  or
relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.

         16.   Transferability.   Neither  payroll  deductions   credited  to  a
participant's account nor any rights with regard to the exercise of an option or
to  receive  shares  under the Plan may be  assigned,  transferred,

                                      -7-

<PAGE>

                                                                    EXHIBIT 10.3

pledged or  otherwise  disposed of in any way (other  than by will,  the laws of
descent  and   distribution  or  as  provided  in  Section  15  hereof)  by  the
participant.  Any  such  attempt  at  assignment,   transfer,  pledge  or  other
disposition shall be without effect,  except that the Company may treat such act
as an election to withdraw  funds from an  Offering  Period in  accordance  with
Section 10 hereof.

         17.  Use of  Funds.  All  payroll  deductions  received  or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.

         18.   Reports.   Individual   accounts  will  be  maintained  for  each
participant  in the Plan.  Statements of account will be given to  participating
Employees  at least  annually,  which  statements  will set forth the amounts of
payroll  deductions,  the Purchase Price, the number of shares purchased and the
remaining cash balance, if any.

         19.   Adjustments   Upon   Changes  in   Capitalization,   Dissolution,
Liquidation, Merger or Asset Sale.

                  (a) Changes in Capitalization.  Subject to any required action
by the shareholders of the Company,  the Reserves,  the maximum number of shares
each  participant may purchase each Purchase Period  (pursuant to Section 7), as
well as the price per share and the number of shares of Common Stock  covered by
each  option  under  the  Plan  which  has  not  yet  been  exercised  shall  be
proportionately  adjusted  for any  increase or decrease in the number of issued
shares of Common Stock resulting from a stock split,  reverse stock split, stock
dividend,  combination  or  reclassification  of the Common Stock,  or any other
increase or decrease in the number of shares of Common  Stock  effected  without
receipt of consideration by the Company;  provided,  however, that conversion of
any  convertible  securities  of the  Company  shall  not be deemed to have been
"effected  without receipt of  consideration".  Such adjustment shall be made by
the Board,  whose  determination  in that  respect  shall be final,  binding and
conclusive.  Except as expressly  provided herein, no issuance by the Company of
shares of stock of any class, or securities  convertible into shares of stock of
any class,  shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an option.

                   (b) Dissolution or Liquidation.  In the event of the proposed
dissolution or liquidation of the Company,  the Offering Period then in progress
shall be shortened by setting a new Exercise Date (the "New Exercise Date"), and
shall  terminate   immediately  prior  to  the  consummation  of  such  proposed
dissolution or  liquidation,  unless  provided  otherwise by the Board.  The New
Exercise Date shall be before the date of the Company's proposed  dissolution or
liquidation.  The Board shall notify each  participant in writing,  at least ten
(10)  business days prior to the New Exercise  Date,  that the Exercise Date for
the participant's  option has been changed to the New Exercise Date and that the
participant's option shall be exercised  automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering Period
as provided in Section 10 hereof.

                  (c) Merger or Asset Sale.  In the event of a proposed  sale of
all or  substantially  all of the  assets of the  Company,  or the merger of the
Company  with or into  another  corporation,  each  outstanding

                                      -8-

<PAGE>

                                                                    EXHIBIT 10.3

option shall be assumed or an  equivalent  option  substituted  by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the event
that the successor  corporation  refuses to assume or substitute for the option,
any  Purchase  Periods  then in  progress  shall be  shortened  by setting a new
Exercise  Date  (the "New  Exercise  Date")  and any  Offering  Periods  then in
progress  shall end on the New Exercise  Date.  The New  Exercise  Date shall be
before the date of the Company's proposed sale or merger. The Board shall notify
each  participant  in writing,  at least ten (10) business days prior to the New
Exercise  Date,  that the Exercise  Date for the  participant's  option has been
changed to the New  Exercise  Date and that the  participant's  option  shall be
exercised  automatically on the New Exercise Date, unless prior to such date the
participant  has  withdrawn  from the Offering  Period as provided in Section 10
hereof.

         20. Amendment or Termination.

                  (a) The Board of  Directors of the Company may at any time and
for any reason  terminate  or amend the Plan.  Except as  provided in Section 19
hereof, no such termination can affect options previously granted, provided that
an Offering  Period may be  terminated by the Board of Directors on any Exercise
Date if the Board  determines that the termination of the Offering Period or the
Plan is in the best  interests  of the Company and its  shareholders.  Except as
provided in Section 19 and this  Section 20 hereof,  no  amendment  may make any
change in any option  theretofore  granted which adversely affects the rights of
any participant.  To the extent necessary to comply with Section 423 of the Code
(or any successor rule or provision or any other  applicable law,  regulation or
stock exchange rule),  the Company shall obtain  shareholder  approval in such a
manner and to such a degree as required.

                  (b) Without  shareholder consent and without regard to whether
any participant rights may be considered to have been "adversely  affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period,  establish  the  exchange  ratio  applicable  to amounts  withheld  in a
currency other than U.S.  dollars,  permit payroll  withholding in excess of the
amount  designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections,  establish
reasonable  waiting and  adjustment  periods  and/or  accounting  and  crediting
procedures  to ensure that amounts  applied  toward the purchase of Common Stock
for  each  participant  properly  correspond  with  amounts  withheld  from  the
participant's  Compensation,  and establish such other limitations or procedures
as the Board (or its  committee)  determines  in its sole  discretion  advisable
which are consistent with the Plan.

                  (c) In  the  event  the  Board  determines  that  the  ongoing
operation  of  the  Plan  may  result  in   unfavorable   financial   accounting
consequences,  the Board may, in its discretion and, to the extent  necessary or
desirable,  modify  or amend the Plan to reduce  or  eliminate  such  accounting
consequence including, but not limited to:

                           (1)  altering  the  Purchase  Price for any  Offering
Period  including  an  Offering  Period  underway  at the time of the  change in
Purchase Price;

                                      -9-

<PAGE>

                                                                    EXHIBIT 10.3

                           (2)  shortening  any  Offering  Period  so  that  the
Offering  Period ends on a new  Exercise  Date,  including  an  Offering  Period
underway at the time of the Board action; and

                           (3) allocating shares pursuant to Section 8(b) above.

                           Such  modifications  or amendments  shall not require
shareholder approval or the consent of any Plan participants.

         21. Notices.  All notices or other  communications  by a participant to
the Company  under or in  connection  with the Plan shall be deemed to have been
duly given when  received in the form  specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

         22. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option  unless the  exercise of such option and the  issuance  and
delivery of such  shares  pursuant  thereto  shall  comply  with all  applicable
provisions  of law,  domestic or foreign,  including,  without  limitation,  the
Securities  Act of 1933,  as amended,  the  Securities  Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder,  and the requirements
of any stock  exchange  upon which the  shares may then be listed,  and shall be
further  subject to the approval of counsel for the Company with respect to such
compliance.

                  As a condition to the  exercise of an option,  the Company may
require the person  exercising  such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment and
without  any  present  intention  to sell or  distribute  such shares if, in the
opinion of counsel for the Company,  such a representation is required by any of
the aforementioned applicable provisions of law.

         23. Term of Plan.  The Plan shall become  effective upon the earlier to
occur  of its  adoption  by the  Board  of  Directors  or  its  approval  by the
shareholders of the Company.  It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 20 hereof.

          24.  Automatic  Transfer to Low Price Offering  Period.  To the extent
permitted by any applicable  laws,  regulations,  or stock exchange rules if the
Fair Market Value of the Common Stock on any Exercise Date in an Offering Period
is lower than the Fair Market Value of the Common Stock on the  Enrollment  Date
of such Offering Period,  then all participants in such Offering Period shall be
automatically withdrawn from such Offering Period immediately after the exercise
of their  option on such  Exercise  Date and  automatically  re-enrolled  in the
immediately following Offering Period as of the first day thereof.

                                      -10-

<PAGE>

                                                                    EXHIBIT 10.3

                                    EXHIBIT A

                             ADEPT TECHNOLOGY, INC.

                        1998 EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT


_____ Original Application                          Enrollment Date: ___________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)


1.       hereby  elects  to  participate  in the  Adept  Technology,  Inc.  1998
         Employee Stock Purchase Plan (the "Employee  Stock Purchase  Plan") and
         subscribes  to  purchase  shares  of  the  Company's  Common  Stock  in
         accordance  with this  Subscription  Agreement  and the Employee  Stock
         Purchase Plan.

2.       I hereby authorize payroll  deductions from each paycheck in the amount
         of ____% of my  Compensation  on each  payday  (from 1 to 15% under all
         employee  stock  purchase  plans of the  Company)  during the  Offering
         Period in accordance  with the Employee Stock  Purchase  Plan.  (Please
         note that no fractional percentages are permitted.)

3.       I understand that said payroll  deductions shall be accumulated for the
         purchase of shares of Common  Stock at the  applicable  Purchase  Price
         determined  in  accordance  with the Employee  Stock  Purchase  Plan. I
         understand  that if I do not  withdraw  from an  Offering  Period,  any
         accumulated  payroll deductions will be used to automatically  exercise
         my option.

4.       I have received a copy of the complete  Employee Stock Purchase Plan. I
         understand that my participation in the Employee Stock Purchase Plan is
         in all respects  subject to the terms of the Plan. I understand that my
         ability to exercise  the option  under this  Subscription  Agreement is
         subject to shareholder approval of the Employee Stock Purchase Plan.

5.       Shares  purchased for me under the Employee  Stock Purchase Plan should
         be issued in the name(s) of  (Employee  or Employee  and spouse  only):
         _____________________________.

6.       I understand that if I dispose of any shares received by me pursuant to
         the Plan within 2 years after the Enrollment Date (the first day of the
         Offering Period during which I purchased such shares) or one year after
         the Exercise Date, I will be treated for federal income tax purposes as
         having received  ordinary income at the time of such  disposition in an
         amount  equal to the excess of the fair  market  value of the shares at
         the time such shares were  purchased  by me over the price which I paid
         for the

                                      -11-

<PAGE>

                                                                    EXHIBIT 10.3

         shares.  I hereby agree to notify the Company in writing within 30 days
         after the date of any disposition of my shares and I will make adequate
         provision for Federal, state or other tax withholding  obligations,  if
         any, which arise upon the disposition of the Common Stock.  The Company
         may, but will not be obligated to,  withhold from my  compensation  the
         amount  necessary  to  meet  any  applicable   withholding   obligation
         including any  withholding  necessary to make  available to the Company
         any  tax  deductions  or  benefits   attributable   to  sale  or  early
         disposition  of Common  Stock by me. If I dispose of such shares at any
         time after the expiration of the 2-year and 1-year holding  periods,  I
         understand  that I will be treated for federal  income tax  purposes as
         having received income only at the time of such  disposition,  and that
         such income  will be taxed as ordinary  income only to the extent of an
         amount  equal to the lesser of (1) the excess of the fair market  value
         of the shares at the time of such  disposition  over the purchase price
         which I paid for the shares, or (2) 15% of the fair market value of the
         shares on the first day of the Offering  Period.  The  remainder of the
         gain, if any,  recognized on such  disposition will be taxed as capital
         gain.

7.       I hereby agree to be bound by the terms of the Employee  Stock Purchase
         Plan. The  effectiveness  of this  Subscription  Agreement is dependent
         upon my eligibility to participate in the Employee Stock Purchase Plan.

8.       In the  event of my  death,  I hereby  designate  the  following  as my
         beneficiary(ies)  to receive all  payments  and shares due me under the
         Employee Stock Purchase Plan:


NAME:  (Please print)________________________________________________________
                        (First)         (Middle)               (Last)


_______________________________     ____________________________________________
Relationship

                                    ____________________________________________
                                    (Address)

Employee's Social
Security Number:                    ___________________________________


Employee's Address:                 ___________________________________

                                    ___________________________________

                                    ___________________________________

                                      -12-

<PAGE>

                                                                    EXHIBIT 10.3

I UNDERSTAND THAT THIS SUBSCRIPTION  AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.



Dated:________________     _____________________________________________________
                           Signature of Employee


                           _____________________________________________________
                           Spouse's Signature (If beneficiary other than spouse)

                                      -13-

<PAGE>

                                                                    EXHIBIT 10.3

                                    EXHIBIT B


                             ADEPT TECHNOLOGY, INC.

                        1998 EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL


         The  undersigned  participant  in the  Offering  Period  of  the  Adept
Technology,  Inc. 1998 Employee Stock Purchase Plan which began on ____________,
19____ (the "Enrollment Date") hereby notifies the Company that he or she hereby
withdraws from the Offering Period.  He or she hereby directs the Company to pay
to the  undersigned  as  promptly  as  practicable  all the  payroll  deductions
credited  to his or her  account  with  respect  to such  Offering  Period.  The
undersigned  understands  and agrees  that his or her  option for such  Offering
Period will be automatically  terminated.  The undersigned  understands  further
that no further  payroll  deductions  will be made for the purchase of shares in
the current Offering Period and the undersigned shall be eligible to participate
in  succeeding  Offering  Periods  only  by  delivering  to  the  Company  a new
Subscription Agreement.

                                               Name and Address of Participant:

                                               _________________________________

                                               _________________________________

                                               _________________________________


                                               Signature:


                                               _________________________________


                                               Date:____________________________

                                      -14-