Amendment to Richard E. Belluzzo Offer Letter



 Exhibit 10.5 
 QUANTUM CORPORATION 
 AMENDMENT TO RICHARD BELLUZZO OFFER LETTER 
 Quantum Corporation (the “Company”) and Richard Belluzzo (the “Executive”) entered into an offer letter, dated July 12, 2002
(the “Offer Letter”). This Amendment to the Offer Letter is made as of August 18, 2008, by and between the Company and the Executive. 
 RECITALS 
 WHEREAS, the Company and the Executive desire to amend the Offer Letter to comply with the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended. 
 NOW, THEREFORE, the Company and the Executive agree that in
consideration of the foregoing and the promises and covenants contained herein, the parties agree as follows: 
 AGREEMENT 

1. Code Section 409A. The following paragraphs shall be added to the Offer Letter: 
 “Notwithstanding anything to the contrary in this Offer Letter, if you are a “specified employee” within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of your termination of employment (other than due to death), then the
severance benefits payable to you under this Offer Letter, if any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation
Benefits”) otherwise due to you on or within the six (6) month period following your termination of employment will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding
taxes) on the date six (6) months and one (1) day following the date of your termination of employment. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit.
Notwithstanding anything herein to the contrary, if you die following your termination of employment but prior to the six (6) month anniversary of your date of termination, then any payments delayed in accordance with this paragraph will be
payable in a lump sum (less applicable withholding taxes) to your estate as soon as administratively practicable after the date of your death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment
schedule applicable to each payment or benefit. 
 It is the intent of this Offer Letter to comply with the requirements of
Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. You and the Company
agree to work together in good faith to consider amendments to this Offer Letter and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under
Section 409A prior to actual payment to you.” 









 2. Full Force and Effect. To the extent not expressly amended hereby, the Offer Letter shall
remain in full force and effect. 
 3. Entire Agreement. This Amendment and the Offer Letter between the Executive and the Company, as
amended, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. 
 4.
Successors and Assigns. This Amendment and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns, and legal representatives. 
 5. Counterparts. This Amendment may be executed in counterparts, all of which together shall constitute one instrument, and each of which may be
executed by less than all of the parties to this Amendment. 
 6. Governing Law. This Amendment shall be governed in all respects by
the internal laws of California, without regard to principles of conflicts of law. 
 7. Amendment. Any provision of this
Amendment may be amended, waived or terminated by a written instrument signed by the Company and the Executive. 
 (Signature page
follows) 
  

 -2- 








 IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be executed as of the
date first set forth above. 
  

					
	RICHARD BELLUZZO	 		 	QUANTUM CORPORATION
			
	/s/ Richard Belluzzo	 		 	/s/ Shawn Hall
	Signature	 		 	Signature
			
	Richard Belluzzo	 		 	Shawn Hall
	Print Name	 		 	Print Name
			
	 	 		 	Vice President, General Counsel & Secretary
		 		 	Print Title

 (Signature page to Amendment to Belluzzo Offer Letter) 
  

 -3-