Exhibit 4.05


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


THIS NOTE (OR ITS
PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS
NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM.  EACH
PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER.


 


THE HOLDER OF THIS NOTE
AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE AND THE COMMON STOCK
ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (i) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (ii) IN THE
UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (iii) PURSUANT TO THE
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), OR (iv) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (ii) THROUGH (iv) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS NOTE OR COMMON STOCK ISSUABLE UPON CONVERSION OF
THIS NOTE OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


 


THE
HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS
AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED TO ON THE REVERSE
HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH
THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.


 

















 


ADAPTEC, INC.


 


	
  CUSIP:  006-51F-AD0

  	
   

  	
  No.1

  



 


3% CONVERTIBLE SUBORDINATED NOTES DUE 2007


 


Adaptec,
Inc., a Delaware corporation (the “Company”, which term shall include any
successor corporation under the Indenture referred to on the reverse hereof),
promises to pay to Cede & Co., or registered assigns, the principal sum of
Two Hundred Fifty Million Dollars ($250,000,000) on March 5, 2007 or such
greater or lesser amount as is indicated on the Schedule of Exchanges of Notes
on the other side of this Note.


 


Interest
Payment Dates:  March 5 and September 5


 


Record
Dates:  February 20 and August 20


 


This
Note is convertible as specified on the other side of this Note. Additional
provisions of this Note are set forth on the other side of this Note.


 


2

















 


IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


 


	
   

  	
  ADAPTEC,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert L. Schultz Jr.

  	
   

  
	
   

  	
  Name:

  	
  ROBERT L. SCHULTZ, JR.

  
	
   

  	
  Title:

  	
  CHIEF OPERATING OFFICER

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Dana E. Miles

  	
   

  	
   

  
	
  Name:

  	
  DANA E. MILES 

  	
   

  
	
  Title:

  	
  VICE PRESIDENT &
  GENERAL COUNSEL

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  
								



 


Trustee’s Certificate
of Authentication: This is one of the Securities referred to in the
within-mentioned Indenture.


 


	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION,

  	
   

  
	
  as
  Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Jeanie Mar

  	
   

  	
   

  
	
  Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
  By:

  	
  JEANIE MAR

  	
   

  	
   

  
					



 


3

















 


ADAPTEC, INC.


3%
CONVERTIBLE SUBORDINATED NOTES DUE 2007


 


1.             INTEREST


 


Adaptec,
Inc. a Delaware corporation (the “Company”, which term shall include any
successor corporation under the Indenture hereinafter referred to), promises to
pay interest on the principal amount of this Note at the rate of 3% per
annum.  The Company shall pay interest
semiannually on March 5 and September 5 of each year, commencing September 5,
2002.  Interest on the Notes shall
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from March 5, 2002; provided,
however, that if there is not an existing default in the payment of
interest and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding interest payment date, interest shall
accrue from such interest payment date. 
Interest will be computed on the basis of a 360-day year of twelve
30-day months.  Any reference herein to
interest accrued or payable as of any date shall include any Liquidated Damages
accrued or payable on such date as provided in the Registration Rights
Agreement.


 


2.             METHOD OF PAYMENT


 


The
Company shall pay interest on this Note (except defaulted interest) to the
person who is the Holder of this Note at the close of business on February 20
or August 20, as the case may be, next preceding the related interest payment
date. The Holder must surrender this Note to a Paying Agent to collect payment
of principal.  The Company will pay
principal and interest in money of the United States that at the time of
payment is legal tender for payment of public and private debts.  The Company may, however, pay principal and
interest in respect of any Certificated Security by check or wire payable in
such money; provided, however,
that a Holder with an aggregate principal amount in excess of $2,000,000 will
be paid by wire transfer in immediately available funds at the election of such
Holder if such Holder has provided wire transfer instructions to the Company at
least 10 Business Days prior to the payment date. The Company may mail an
interest check to the Holder’s registered address. Notwithstanding the
foregoing, so long as this Note is registered in the name of a Depositary or
its nominee, all payments hereon shall be made by wire transfer of immediately
available funds to the account of the Depositary or its nominee.


 


3.             PAYING AGENT, REGISTRAR AND
CONVERSION AGENT


 


Initially,
Wells Fargo Bank, National Association, (the “Trustee,” which term shall
include any successor trustee under the Indenture hereinafter referred to) will
act as Paying Agent, Registrar and Conversion Agent. The Company may change any
Paying Agent, Registrar or Conversion Agent without notice to the Holder. The
Company or any of its Subsidiaries may, subject to certain limitations set
forth in the Indenture, act as Paying Agent or Registrar.


 


4.             INDENTURE, LIMITATIONS


 


This
Note is one of a duly authorized issue of Securities of the Company designated
as its 3% Convertible Subordinated Notes due March 5, 2007 (the “Notes”),
issued under an Indenture dated as of March 5, 2002 (together with any
supplemental indentures thereto, the “Indenture”), between the Company and the
Trustee. The terms of this Note include those stated in the Indenture and those
required by or made part of the Indenture by reference to the Trust Indenture
Act of 1939, as amended, as in effect on the date of the Indenture. This Note
is subject to all such terms, and the Holder of this Note is referred to the
Indenture and said Act for a statement of them.


 


4

















 


The
Notes are subordinated unsecured obligations of the Company limited to
$250,000,000 aggregate principal amount, subject to Section 2.7 of the
Indenture. The Indenture does not limit other debt of the Company, secured or
unsecured, including Senior Indebtedness.


 


5.             OPTIONAL REDEMPTION


 


The
Notes are subject to redemption, at any time on or after March 20, 2004, on at
least 30 days’ and no more than 60 days’ notice, in whole or in part, at the
election of the Company. The Redemption Prices (expressed as percentages of the
principal amount) are as follows for Notes redeemed during the periods set
forth below:


 


	
  Period

  	
   

  	
  Redemption Price

  
	
  March
  9, 2005 through March 4, 2006

  	
   

  	
  101.200%

  
	
  March
  5, 2006 and thereafter

  	
   

  	
  100.600%

  



 


in each case together
with accrued and unpaid interest up to but not including the Redemption Date; provided that if the redemption date is an
interest payment date, interest will be payable to the Holders in whose names
the Notes are registered at the close of business on the relevant record dates.


 


6.             NOTICE OF REDEMPTION


 


Notice
of redemption will be mailed by first-class mail at least 30 days but not more
than 60 days before the Redemption Date to each Holder of Notes to be redeemed
at its registered address. Notes in denominations larger than $1,000 may be
redeemed in part, but only in whole multiples of $1,000. On and after the
Redemption Date, subject to the deposit with the Paying Agent of funds
sufficient to pay the Redemption Price plus accrued and unpaid interest, if
any, accrued to, but excluding, the Redemption Date, interest shall cease to
accrue on Notes or portions of them called for redemption.


 


7.             PURCHASE OF NOTES AT OPTION OF
HOLDER UPON A CHANGE IN CONTROL


 


At the
option of the Holder and subject to the terms and conditions of the Indenture,
the Company shall become obligated to purchase all or any part specified by the
Holder (so long as the principal amount of such part is $1,000 or an integral
multiple of $1,000 in excess thereof) of the Notes held by such Holder on the
date that is a Business Day designated by the Company no earlier than 30 days
nor more than 60 days from the date that the Change in Control notice referred
to in Section 3.8(b) of the Indenture is mailed, at a purchase price equal to
100% of the principal amount thereof together with accrued and unpaid interest
up to, but excluding, the Change in Control Purchase Date. The Holder shall
have the right to withdraw any Change in Control Purchase Notice (in whole or
in a portion thereof that is $1,000 or an integral multiple of $1,000 in excess
thereof) at any time prior to the close of business on the Business Day next
preceding the Change in Control Purchase Date by delivering a written notice of
withdrawal to the Paying Agent in accordance with the terms of the Indenture.


 


8.             CONVERSION


 


A
Holder of a Note may convert the principal amount of such Note (or any portion
thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof)
into shares of Common Stock at any time prior to the close of business on March
5, 2007; provided, however, that
if the Note is called for redemption or subject to purchase upon a Change in
Control, the conversion right will terminate at the close of business on the
Business Day immediately preceding the redemption date or the Change in Control
Purchase Date, as the case may be, for such Note or such earlier date as the
Holder presents such Note for redemption or purchase (unless the Company shall
default in making the redemption payment or Change in Control Purchase Price,
as the case may be, when due, in which case the conversion right shall


 


5

















 


terminate at the close
of business on the date such default is cured and such Note is redeemed or
purchased).


 


The
initial Conversion Price is approximately $15.31 per share, subject to
adjustment under certain circumstances. The number of shares of Common Stock
issuable upon conversion of a Note is determined by dividing the principal
amount of the Note or portion thereof converted by the Conversion Price in
effect on the Conversion Date. No fractional shares will be issued upon conversion;
in lieu thereof, an amount will be paid in cash based upon the closing price
(as defined in the Indenture) of the Common Stock on the Trading Day
immediately prior to the Conversion Date.


 


To
convert a Note, a Holder must (a) complete and manually sign the conversion
notice set forth below and deliver such notice to a Conversion Agent, (b)
surrender the Note to a Conversion Agent, (c) furnish appropriate endorsements
and transfer documents if required by a Registrar or a Conversion Agent, and
(d) pay any transfer or similar tax, if required. Notes so surrendered for
conversion (in whole or in part) during the period from the close of business
on any regular record date to the opening of business on the next succeeding
interest payment date (excluding Notes or portions thereof called for
redemption or subject to purchase upon a Change in Control on a Redemption Date
or Change in Control Purchase Date, as the case may be, during the period
beginning at the close of business on a regular record date and ending at the
opening of business on the first Business Day after the next succeeding
interest payment date, or if such interest payment date is not a Business Day,
the second such Business Day) shall also be accompanied by payment in funds
acceptable to the Company of an amount equal to the interest payable on such
interest payment date on the principal amount of such Note then being
converted, and such interest shall be payable to such registered Holder
notwithstanding the conversion of such Note, subject to the provisions of this
Indenture relating to the payment of defaulted interest by the Company. If the
Company defaults in the payment of interest payable on such interest payment
date, the Company shall promptly repay such funds to such Holder. A Holder may
convert a portion of a Note equal to $1,000 or any integral multiple thereof.


 


A Note
in respect of which a Holder had delivered a Change in Control Purchase Notice
exercising the option of such Holder to require the Company to purchase such
Note may be converted only if the Change in Control Purchase Notice is
withdrawn in accordance with the terms of the Indenture.


 


9.             CONVERSION ARRANGEMENT ON CALL FOR
REDEMPTION


 


Any
Notes called for redemption, unless surrendered for conversion before the close
of business on the Business Day immediately preceding the Redemption Date, may
be deemed to be purchased from the Holders of such Notes at an amount not less
than the Redemption Price, together with accrued and unpaid interest, if any,
to, but not including, the Redemption Date, by one or more investment bankers
or other purchasers who may agree with the Company to purchase such Notes from
the Holders, to convert them into Common Stock of the Company and to make
payment for such Notes to the Paying Agent in trust for such Holders.


 


10.           SUBORDINATION


 


The
indebtedness evidenced by the Notes is, to the extent and in the manner
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full in cash of all Senior Indebtedness. Any Holder by
accepting this Note agrees to and shall be bound by such subordination
provisions and authorizes the Trustee to give them effect. In addition to all
other rights of Senior Indebtedness described in the Indenture, the Senior
Indebtedness shall continue to be Senior Indebtedness and entitled to the
benefits of the subordination 
provisions irrespective of any amendment, modification


 


6

















 


or waiver of any terms
of any instrument relating to the Senior Indebtedness or any extension or
renewal of the Senior Indebtedness.


 


11.           DENOMINATIONS, TRANSFER, EXCHANGE


 


The
Notes are in registered form without coupons in denominations of $1,000 and
integral multiples of $1,000. A Holder may register the transfer of or exchange
Notes in accordance with the Indenture. The Registrar may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay any taxes or other governmental charges that may be imposed in
relation thereto by law or permitted by the Indenture.


 


12.           PERSONS DEEMED OWNERS


 


The
Holder of a Note may be treated as the owner of it for all purposes.


 


13.           UNCLAIMED MONEY


 


If
money for the payment of principal or interest remains unclaimed for two years,
the Trustee or Paying Agent will pay the money back to the Company at its
written request. After that, Holders entitled to money must look to the Company
for payment unless an applicable abandoned property law designates another
person.


 


14.           AMENDMENT, SUPPLEMENT AND WAIVER


 


Subject
to certain exceptions, the Indenture or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in
aggregate principal amount of the Notes then outstanding, and an existing
default or Event of Default and its consequence or compliance with any
provision of the Indenture or the Notes may be waived in a particular instance
with the consent of the Holders of a majority in aggregate principal amount of
the Notes then outstanding. Without the consent of or notice to any Holder, the
Company and the Trustee may amend or supplement the Indenture or the Notes to,
among other things, cure any ambiguity, defect or inconsistency or make any
other change that does not adversely affect the rights of any Holder.


 


15.           SUCCESSOR CORPORATION


 


When a
successor corporation assumes all the obligations of its predecessor under the
Notes and the Indenture in accordance with the terms and conditions of the
Indenture, the predecessor corporation will (except in certain circumstances
specified in the Indenture) be released from those obligations.


 


16.           DEFAULTS AND REMEDIES


 


Under
the Indenture, an Event of Default includes: (i) default for 30 days in payment
of any interest on any Notes, except for a failure to make any of the first six
scheduled interest payments on any Notes on the applicable interest payment
date, which will constitute an event of default with no grace or cure period;
(ii) default in payment of any principal (including, without limitation, any
premium, if any) on the Notes when due; (iii) failure by the Company for 60
days after notice to it to comply with any of its other agreements contained in
the Indenture or the Notes; (iv) certain events of bankruptcy, insolvency or
reorganization of the Company and (v) the Collateral Pledge and Security
Agreement ceasing to be in full force and effect or enforceable prior to the
expiration in accordance with its terms. If an Event of Default (other than as
a result of certain events of bankruptcy, insolvency or reorganization of the
Company) occurs and is continuing, the Trustee or the Holders of at least 25%
in aggregate principal


 


7

















 


amount of the Notes
then outstanding may declare all unpaid principal to the date of acceleration
on the Notes then outstanding to be due and payable immediately, all as and to
the extent provided in the Indenture. If an Event of Default occurs as a result
of certain events of bankruptcy, insolvency or reorganization of the Company,
unpaid principal of the Notes then outstanding shall become due and payable
immediately without any declaration or other act on the part of the Trustee or
any Holder, all as and to the extent provided in the Indenture. Holders may not
enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Notes. Subject to certain limitations, Holders of a majority
in aggregate principal amount of the Notes then outstanding may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders notice of any continuing default (except a default in payment of
principal or interest) if it determines that withholding notice is in their
interests. The Company is required to file periodic reports with the Trustee as
to the absence of default.


 


17.           SECURITY


 


The Company has entered into
the Collateral Pledge and Security Agreement and purchased and pledged to the
Collateral Agent for the benefit of the Trustee and the ratable benefit of the
Holders Pledged Securities in an amount sufficient upon receipt of scheduled
interest and principal payments on such securities to provide for the payment
in full of the first six scheduled interest payments due on the Securities.  The Pledged Securities will be pledged by
the Company to the Collateral Agent for the benefit of the Trustee and the
ratable benefit of the Holders and will be held by the Collateral Agent in the
Collateral Account pending disbursement pursuant to the Collateral Pledge and
Security Agreement.


 


18.           TRUSTEE DEALINGS WITH THE COMPANY


 


Wells
Fargo Bank, National Association, the Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits from and
perform services for the Company or an Affiliate of the Company, and may
otherwise deal with the Company or an Affiliate of the Company, as if it were
not the Trustee.


 


19.           NO RECOURSE AGAINST OTHERS


 


A
director, officer, employee, agent or stockholder, as such, past, present or
future, of the Company shall not have any liability whatsoever for any
obligations of the Company under the Notes or the Indenture or any supplemental
indenture nor for any claim based on, in respect of or by reason of such
obligations or their creation. The Holder of this Note by accepting this Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of this Note.


 


20.           AUTHENTICATION


 


This
Note shall not be valid until the Trustee or an authenticating agent manually
signs the certificate of authentication on the other side of this Note.


 


21.           ABBREVIATIONS AND DEFINITIONS


 


Customary
abbreviations may be used in the name of the Holder or an assignee, such as:
TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian) and UGMA (= Uniform Gifts to Minors Act).


 


All
terms defined in the Indenture and used in this Note but not specifically
defined herein are defined in the Indenture and are used herein as so defined.


 


8

















 


22.           INDENTURE TO CONTROL; GOVERNING LAW


 


In the
case of any conflict between the provisions of this Note and the Indenture, the
provisions of the Indenture shall control. This Note shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to principles of conflicts of law.


 


The
Company will furnish to any Holder, upon written request and without charge, a
copy of the Indenture. Requests may be made to: Adaptec, Inc., 691 South
Milpitas Boulevard, Milpitas, California 95035, Attention:  General Counsel.


 


9

















 


ASSIGNMENT FORM


 


To assign this Note,
fill in the form below:


 


I or we assign and
transfer this Note to


 


	
   

  
	
  (Insert assignee’s soc. sec. or tax I.D. no.)

  



 


	
  



  
	
  



  
	
  



  
	
  



  
	
  (Print or type assignee’s name, address and zip code)

  



 


and irrevocably appoint


	
  



  



 


agent to transfer this
Note on the books of the Company. The agent may substitute another to act for
him or her.


 


	
   

  	
  Your
  Signature:

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Sign exactly as your name
  appears on the other side of this Note)

  
	
   

  	
   

  
	
  *Signature
  guaranteed by:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
							



 


*              The signature must be guaranteed
by an institution which is a  member of
one of the following recognized signature guaranty programs: (i) the Securities
Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or
(iv) such other guaranty program acceptable to the Trustee.


 


10

















 


CONVERSION NOTICE


 


To convert this Note
into Common Stock of the Company, check the box: ^


 


To convert only part of
this Note, state the principal amount to be converted (must be $1,000 or an
integral multiple of $1,000): $                   .


 


If you want the stock
certificate made out in another person’s name, fill in the form below:


 


	
   

  
	
  (Insert assignee’s soc. sec. or tax I.D. no.)

  



 


	
   

  
	
  



  
	
  



  
	
  



  
	
  (Print or type assignee’s name, address and zip code)

  



 


	
   

  	
  Your
  Signature:

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  (Sign exactly as your name
  appears on the other side of this Note)

  
	
   

  	
   

  
	
  *Signature
  guaranteed by:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
						



 


*              The signature must be guaranteed
by an institution which is a  member of
one of the following recognized signature guaranty  programs: (i) the Securities Transfer Agent Medallion Program
(STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the
Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program
acceptable to the Trustee.


 


11

















 


OPTION TO ELECT REPURCHASE UPON A CHANGE OF CONTROL


 


To:          Adaptec, Inc.


 


The
undersigned registered owner of this Security hereby irrevocably acknowledges
receipt of a notice from Adaptec, Inc. (the “Company”) as to the occurrence of
a Change in Control with respect to the Company and requests and instructs the
Company to redeem the entire principal amount of this Security, or the portion
thereof (which is $1,000 or an integral multiple thereof) below designated, in
accordance with the terms of the Indenture referred to in this Security at the
Change in Control Purchase Price, together with accrued and unpaid interest to,
but excluding, such date, to the registered Holder hereof.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  



  
	
   

  	
   

  
	
   

  	
  Signature(s)

  
	
   

  	
   

  
	
   

  	
  Signature(s)
  must be guaranteed by a qualified guarantor institution with membership in an
  approved signature guarantee program pursuant to Rule 17Ad-15 under the
  Securities Exchange Act of 1934.

  
	
   

  	
  



  
	
   

  	
  Signature
  Guaranty

  
	
   

  	
   

  
	
  Principal
  amount to be redeemed

  	
   

  
	
  (in
  an integral multiple of $1,000, if less than all):

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



NOTICE: The signature
to the foregoing Election must correspond to the Name as written upon the face
of this Security in every particular, without alteration or any change
whatsoever.


 


12

















 


SCHEDULE OF EXCHANGES OF NOTES


 


The
following exchanges, redemptions, repurchases or conversions of a part of this
global Note have been made:


 


	
  Principal Amount of

  this Global Note

  Following Such

  Decrease Date of

  Exchange (or Increase)

  	
   

  	
  Authorized Signatory

  of Securities Custodian

  	
   

  	
  Amount of Decrease in

  Principal Amount of

  this Global Note

  	
   

  	
  Amount of Increase in

  Principal Amount of

  this Global Note

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


13

















 


CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
REGISTRATION

OF TRANSFER OF TRANSFER RESTRICTED
SECURITIES


 


Re:          3% Convertible Subordinated Notes due
2007 (the “Notes”) of Adaptec, Inc.


 


This
certificate relates to $              
principal amount of Notes owned in (check applicable box)


 


^
book-entry or ^ definitive form by                                      (the “Transferor”).


 


The
Transferor has requested a Registrar or the Trustee to exchange or register the
transfer of such Notes.


 


In
connection with such request and in respect of each such Note, the Transferor
does hereby certify that the Transferor is familiar with transfer restrictions
relating to the Notes as provided in Section 2.12 of the Indenture dated as of
March 5, 2002 between Adaptec, Inc. and Wells Fargo Bank, National Association
(the “Indenture”), and the transfer of such Note is being made pursuant to an
effective registration statement under the Securities Act of 1933, as amended
(the “Securities Act”) (check applicable box) or the transfer or exchange, as
the case may be, of such Note does not require registration under the
Securities Act because (check applicable box):


 


^              Such Note is being transferred
pursuant to an effective registration statement under the Securities Act.


 


^              Such Note is being acquired for
the Transferor’s own account, without transfer.


 


^              Such Note is being transferred to
the Company or a Subsidiary (as defined in the Indenture) of the Company.


 


^              Such
Note is being transferred to a person the Transferor reasonably believes is a
“qualified institutional buyer” (as defined in Rule 144A or any successor
provision thereto (“Rule 144A”) under the Securities Act) that is purchasing
for its own account or for the account of a “qualified institutional buyer”, in
each case to whom notice has been given that the transfer is being made in
reliance on such Rule 144A, and in each case in reliance on Rule 144A.


 


^              Such
Note is being transferred pursuant to and in compliance with an exemption from
the registration requirements under the Securities Act in accordance with Rule
144 (or any successor thereto) (“Rule 144”) under the Securities Act.


 


^              Such
Note is being transferred pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act (other than an exemption
referred to above) and as a result of which such Note will, upon such transfer,
cease to be a “restricted security” within the meaning of Rule 144 under the
Securities Act.


 


The
Transferor acknowledges and agrees that, if the transferee will hold any such
Notes in the form of beneficial interests in a global Note which is a
“restricted security” within the meaning of Rule 144 under the Securities Act,
then such transfer can only be made pursuant to Rule 144A under the Securities
Act and such transferee must be a “qualified institutional buyer” (as defined
in Rule 144A).


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  (Insert Name of Transferor)

  



 


14