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EXHIBIT 10.22    
  


ASSET PURCHASE AGREEMENT  


        THIS AGREEMENT, dated as of March 24, 2002, by and among ADAPTEC, INC., a Delaware corporation ("Buyer"), and INTERNATIONAL BUSINESS MACHINES
CORPORATION, a New York corporation ("Seller"). 


W I T N E S S E T H:  


        WHEREAS, Seller wishes to sell certain assets used in the Seller's ServRAID development operations; and 



        WHEREAS, Buyer wishes to purchase from Seller, and Seller wishes to sell to Buyer, the Transferred Assets for the purchase price and
subject to the terms and conditions hereinafter set forth; and 


        NOW, THEREFORE, in consideration of the premises set forth above and the respective covenants, agreements, representations and warranties
hereinafter set forth, Buyer and Seller hereby agree as follows: 


Definitions.  


        Certain Definitions.    As used in this Agreement, the following terms shall have the meanings specified
below: 


        "Affiliate" shall mean, as to any Person, any other Person or entity which is controlling, controlled by or under common control with such
Person or entity. 


        "Allocation Statements" shall have the meaning set forth in Section 3.1. 



        "Bill of Sale" shall mean the Bill of Sale in the form set out in Exhibit B to be entered into by the Parties on the Closing Date. 


        "Burdensome Condition" shall mean any action taken, or credibly threatened, by or before any Governmental Authority or other Person to
challenge the legality of the transactions contemplated by the Operative Agreements or that would otherwise deprive a Party of the material benefit of any such transaction, including (i) the
pendency of an investigation by a Governmental Authority (formal or informal), (ii) the institution of any litigation, or threat thereof, (iii) an order by a Governmental Authority of
competent jurisdiction preventing consummation of the transactions contemplated by the Operative Agreements or placing material conditions or limitations upon such consummation, or (iv) the
issuance of any subpoena, civil investigative demand or other request for documents or information relating to such transactions that is unreasonably burdensome in the reasonable judgment of the
applicable Person. 


        "Closing" shall have the meaning set forth in Section 2.1. 


        "Closing Date" shall have the meaning set forth in Section 2.1. 


        "Code" shall have the meaning set forth in Section 3.1. 


        "Confidentiality Agreement" shall mean that Confidentiality Disclosure Agreement 4997RL1263 and any applicable supplements thereto between
Seller and Buyer. 


        "Date of Execution" shall mean the date this Agreement and the other Operative Agreements identified for signature on that date are
signed. 


        "Disclosure Schedule" shall have the meaning set forth in Article VI hereto. 


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        "Employees" shall have the meaning set forth in Section 4.2. 


        "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. 


        "Escrow Agreement" shall have the meaning set forth in Section 4.1. 


        "Governmental Actions" shall mean any authorizations, consents, approvals, waivers, exceptions, variances, franchises, permissions,
permits, and licenses of, and filings and declarations with, Governmental Authorities, including the expiration or termination of waiting periods imposed under the HSR Act. 



        "Governmental Authority" shall mean any applicable federal, state or local court, governmental or administrative agency or commission or
other governmental agency, authority, instrumentality or regulatory body, domestic or foreign with jurisdiction over the matter. 


        "Governmental Rule" shall mean any applicable statute, law, treaty, rule, code, ordinance, regulation or order of any Governmental
Authority or any judgment, decree, injunction, writ, order or like action of any federal, state or local court, arbitrator or other judicial tribunal of competent jurisdiction, domestic or foreign. 



        "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. 


        "Intellectual Property Agreement" shall mean the agreement so entitled between the Buyer and Seller, entered into on the Date of
Execution. 


        "Liabilities" shall mean debts, liabilities and obligations (whether accrued or fixed, absolute or contingent, matured or unmatured, known
or unknown). 


        "Liens" shall mean pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever. 


        "Limitation Amount" shall have the meaning set forth in Section 9.2. 


        "Operative Agreements" shall mean this Agreement, the Bill of Sale, the Transition Services Agreement, the Supply Agreement, the Escrow
Agreement, the Secondment Agreement, and the Intellectual Property Agreement. 


        "Parties" shall mean Buyer and Seller. 


        "Party" shall mean Buyer or Seller. 


        "Permitted Liens" shall mean: (i) Liens for Taxes, assessments and governmental charges due and being contested in good faith by
Seller; (ii) any Liens upon any of the Transferred Assets, provided that the same are not of such a nature that would materially adversely affect the value of the Transferred Assets, taken as a
whole; (iii) Liens for Taxes either not due and payable or due but for which notice of assessment has not been given, or which may thereafter be paid without penalty; (iv) undetermined
or inchoate Liens, charges and privileges incidental to current operations or the ordinary course of business; any statutory Liens, charges, adverse claims, security interests or encumbrances of any
nature whatsoever claimed or held by any Governmental Authority that have not at the time been filed or registered against title to the Transferred Assets or that relate to obligations that are not
due or delinquent; (v) security given in the ordinary course of business to any public utility, Governmental Authority or to any statutory or public authority in connection with the Transferred
Assets; and (vi) other imperfections of title or encumbrances, if any, which imperfections of title or other encumbrances do not materially impair the use of the assets to which they relate. 


        "Person" shall mean any individual, firm, corporation, partnership, limited liability company, trust, joint venture, Governmental
Authority or other entity, and shall include any successor (by merger or otherwise) of such entity. 


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        "Pre-Closing Tax Period" shall have the meaning set forth in Section 3.2. 


        "Purchase Price" shall have the meaning specified in Section 1.3. 


        "Regular Employees" shall have the meaning set forth in Section 4.2. 


        "Secondment Agreement" shall mean the agreement so entitled between Buyer and Seller, entered into on the Date of Execution. 



        "Service Credit" shall have the meaning set forth in Section 4.2. 


        "Subsidiary" of any Person shall mean a corporation, company, or other entity (i) more than 50% of whose outstanding shares or
securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a
partnership, limited liability company, joint venture or unincorporated association), but more than 50% of whose ownership interest representing the right to make decisions for such entity is, now or
hereafter owned or controlled, directly or indirectly, by such Person, but such corporation, company or other entity shall be deemed to be a Subsidiary only so long as such ownership or control
exists. 


        "Supply Agreement" shall mean Base Agreement #4902RL0436 and Statement of Work #4902RL0436 between the Buyer and Seller, entered into on
the Date of Execution. 


        "Tax" or "Taxes" shall have the meaning set forth in Section 3.5. 


        "Tax Returns" shall have the meaning set forth in Section 3.2 



        "Transferred Assets" shall mean such items of equipment as are listed on the sub-schedules to Schedule 1.1 to this
Agreement. 


        "Transferred Employee" shall have the meaning set forth in Section 4.2. 


        "Transition Services Agreement" shall mean the agreement so entitled between Buyer and IBM entered into on the Date of Execution. 


        "Warrant Agreement" shall mean the agreement so entitled executed by Buyer on the Date of Execution. 


Article I.    Purchase and Sale of Assets.  


        1.1    Transferred Assets.    Upon the terms and subject to the
conditions hereof, as of the Closing Date, Seller hereby sells, transfers, conveys, assigns and delivers to Buyer, and Buyer hereby purchases and accepts from Seller, all right, title and interest of
Seller in and to the Transferred Assets listed on sub-schedules to Schedule 1.1 hereto free and clear of all Liens other than Permitted Liens. The Transferred Assets will be made
available on the Closing Date, where then located. 


        1.2.    Excluded Assets.    Notwithstanding anything to the contrary
in this Agreement, any assets not set forth on Schedule 1.1 will be retained by Seller and are excluded from the Transferred Assets (the "Excluded Assets"), including any interests of Seller in
real property. All intellectual property matters are addressed exclusively in the Intellectual Property Agreement and no intellectual property matters are included in the subject matter of this
Agreement, other than the shrink wrap software transferred to Buyer as set forth in Section 4.3. 


        1.3.    Consideration.    (a) The Purchase Price to be paid by
Buyer to Seller for the Transferred Assets (the "Purchase Price") shall be Two Hundred Seventy Two Thousand Six Hundred Sixty Three Dollars ($272,663.00). In addition to the Purchase Price, the
consideration to be paid by Buyer to Seller at Closing for the licenses set forth in the Intellectual Property Agreement shall be Twenty-Five Million Nine Hundred Seventy-Seven Thousand
Three Hundred Thirty Seven Dollars ($25,977,337.00). 


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Therefore, on the Closing Date and subject to Article VII, Buyer shall pay to Seller the aggregate amount set forth in this Section 1.3. by electronic funds transfer, such sum in
immediately available funds in U.S. Dollars. The Purchase Price shall be paid to the following account: 



	

Account Name:	
 	

IBM Corporation Concentration Account
	

Bank:	
 	

The Chase Manhattan Bank
	

Account Number:	
 	

323213499
	

ABA Routing Number:	
 	

021000021
	

SWIFT:	
 	

CHASUS33
	

Bank Contact:	
 	

Ms. Joyce Leary-Bates
	

Telephone Number:	
 	

(212) 552-3779






The
consideration payable pursuant to the Intellectual Property Agreement shall be paid by Buyer to the account specified in the Intellectual Property Agreement. In addition, to the foregoing, the
Buyer shall execute and deliver to Seller the Warrant Agreement. 


        1.4.    No Assumed Liabilities.    The Parties acknowledge and agree
that Buyer is not assuming any of Seller's Liabilities whether now existing or hereafter arising, including without limitation accounts payable, accrued expenses, and taxes that relate to the period
prior to the Closing and all liabilities and obligations of Seller with respect to current or former employees, directors and independent contractors of Seller prior to the Closing Date. 


Article II.    Closing.  


        2.1.    Closing Date.    Subject to and upon satisfaction or waiver of
the conditions set forth in Articles VII and VIII below, the closing of the transaction provided for in this Agreement (the "Closing") shall occur on March 25,2002, or in the event all of the
conditions set forth in Articles VII and VIII below are not satisfied or waived on such date, the first date following March 25, 2002 on which such
conditions have been satisfied or waived (the "Closing Date"). All transactions provided for herein to occur on and as of the Closing Date shall be deemed to have occurred simultaneously and to be
effective as soon as the Parties have completed the Closing or as of the close of business on the Closing Date, whichever first occurs. 


Article III.    Tax Matters.  



        3.1.    Allocation of Purchase Price.    Buyer and Seller agree on a
tax allocation of the Purchase Price, which will be set forth in statements (the "Allocation Statements") allocating the total of the Purchase Price (and other payments properly treated as additional
Purchase Price for Tax purposes) to the different Transferred Assets pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated
thereunder (hereinafter, the "Code") based on the allocation of value set forth in Section 1.3. Buyer will provide a mutually agreeable Allocation Statement to Seller in accordance with the
terms of this Section 3.1 within seven days of the Closing Date. 


        Buyer
and Seller shall each file all income, franchise and other Tax Returns (as defined below), and execute such other documents as may be required by any Governmental Authority, in a
manner consistent with the Allocation Statements. Buyer shall prepare the Form 8594 under Section 1060 of the Code based on the Allocation Statements and deliver such form and all
documentation used in the preparation and support of such Allocation Statements and form (including, but not limited to, 


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appraisals) to the Seller within 30 days after finalizing of the Allocation Statements. The Buyer and the Seller agree to file such form with each relevant taxing authority and to refrain from
taking any position inconsistent with such form or Allocation Statements. 


        3.2.    Filing of Returns and Payment of Taxes.    Seller shall
prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax returns, reports and forms (herein "Tax Returns") and shall pay, or cause to be paid, when due all Taxes
relating to the Transferred Assets attributable to any taxable period which ends on or prior to the Closing Date (herein "Pre-Closing Tax Period"). Buyer shall prepare and file, or cause
to be prepared and filed, with the appropriate authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets attributable to taxable periods
which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns or other documents required to be filed with Governmental Authorities, it is necessary
that a party be furnished with additional information, documents or records relating to the Transferred Assets, both Seller and Buyer agree to use reasonable efforts to furnish or make available such
non-privileged information at the recipient's request, cost and expense provided, however, that no party shall be entitled to review or examine the Tax Returns of any other party. 


For
purposes of this Section 3.2, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the Taxes for the Pre-Closing Tax
Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the Closing Date and the amount of Taxes for taxable periods that are not part of the
Pre-Closing Tax Period shall be the excess, if any, of (x) the Taxes for the Straddle Period over (y) the Taxes for the Pre-Closing Tax Period. 


        3.3.    Refunds and Credits.    Any refunds and credits attributable
to the Pre- Closing Tax Period shall be for the account of the Seller and any refunds and credits attributable to the period that is not part of the Pre-Closing Tax Period
shall be for the account of the Buyer. 


        3.4.    Transfer Taxes.    All transfer, documentary, sales, use,
registration, value- added, and any similar taxes and related fees (including interest, penalties and additions to tax) incurred in connection with this Agreement, the other Operative Agreements and
the transactions contemplated hereby and thereby shall be borne by Buyer, in addition to the consideration provided for in Section 1.3. To the extent permitted by applicable law, Buyer and
Seller shall cooperate with each other to obtain exemptions from such taxes, provided that neither party shall be obligated to seek any exemption that could reasonably be expected to result in any
governmental audit of its books and records. 



        3.5.    Tax Definitions.    For purposes of this Agreement, "Tax" or
"Taxes" shall mean all taxes, imposts, duties, withholdings, charges, fees, levies, or other assessments imposed by any governmental or taxing authority, whether domestic or foreign, (including but
not limited to, income, excise, property, sales, use, transfer, conveyance, payroll or other employment related tax, license, registration, ad valorem, value added, withholding, social security,
national insurance (or other similar contributions or payments), franchise, estimated severance, stamp taxes, taxes based upon or measured by capital stock, net worth or gross receipts and other
taxes) together with all interest, fines, penalties and additions attributable to or imposed with respect to such amounts and any obligations under any agreement or arrangements with any Person with
respect to such amounts. 


Article IV    Additional Agreements.  


        4.1.    Escrow Agreement.    The Parties shall enter an escrow
agreement (the "Escrow Agreement"; and such arrangement, the "Escrow") in substantially the form of Exhibit A hereto (or another mutually agreeable escrow agreement) with DSI Technology Escrow
Services (or another mutually agreeable third-party escrow holder) (the "Escrow Agent"), and shall use reasonable efforts to cause such Escrow Agent to enter into the Escrow Agreement, in each case,
on or prior to 15 days following the Date of Execution (or such other mutually agreeable date). 


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        4.2.    Employees and Employee
Benefits.    (a) Schedule 4.2(a)(1) contains a list of regular employees employed by Seller as of the date hereof in connection with the ServRAID
operations (including active employees and employees who are on leave of absence or sick leave) (the "Regular Employees"). Buyer will make employment offers to all of the Regular Employees on or prior
to Wednesday, March 27, 2002, and will keep such offers extended for a period of not less than seven days following such date (the "Initial Period"). Notwithstanding anything in subsection
4.2(e) to the contrary, Buyer shall be permitted to contact and interview Regular Employees for a period of one year from Closing for the purpose of making, and may make, offers of employment to such
Regular Employees. Regular Employees who begin their employment with Buyer ("Transferred Employees") shall be employed by Buyer in accordance with the terms and conditions set forth in subsections
4.2(b), 4.2(c), and 4.2(d) below. 


        (b)  Buyer
agrees to make offers during the Initial Period to employ the Regular Employees in the same positions and at the same or higher salaries and substantially the same
terms and conditions, including benefit plans, as those in effect immediately prior to Closing. In determining whether Buyer's offer of employment to Regular Employees includes compensation components
that are substantially comparable in the aggregate to those provided by Seller prior to Closing, such determination shall take into consideration all stock options granted to the Regular Employees
prior to the Closing and Buyer shall compensate the Regular Employees (in such manner as the Buyer deems appropriate, subject to applicable law) for any such equity grants that will be forfeited as a
result of the transactions contemplated by this agreement. Seller has provided Buyer with a summary of all such stock options that are expected to be forfeited by Regular Employees. Prior periods of
employment with the Seller (herein "Service Credit") will be considered as employment with the Buyer for employment purposes with the Buyer including the calculation of severance pay and vacation
credit. Buyer has summarized its planned employment terms and benefit plans for the Regular Employees in Schedule 4.2.(a)(2). For one year from the Closing Date, Buyer will not change the
severance pay practice described in Schedule 4.2.(a)(2) as applied to the Transferred Employees. Buyer agrees to use reasonable efforts to obtain a general release from such severed Transferred
Employees that includes Seller and its Subsidiaries and Affiliates, as a condition of such severance pay. Nothing contained in this Agreement shall be construed to in any way limit or prevent Buyer
from terminating any Transferred Employee at any time for cause or for reasons related to poor performance or conditions of employment. For purposes of this paragraph, "cause" shall mean the
determinations of the applicable courts, under the applicable common law and statute, as "cause' in employment termination cases. 


        (c)  For
any Transferred Employees, Buyer shall be responsible as of the date of such Transferred Employee's first day of employment with Buyer ("First Employment Date") for
all Liabilities, salaries, benefits and similar employer obligations for the period beginning on and following such First Employment Date. Upon separation from Seller during the Initial Period,
Transferred Employees will be paid by Seller for vacation accrued, plus previously deferred vacation, less vacation taken. 


        (d)  Buyer
shall be responsible for Liabilities with respect to the termination of any Transferred Employees by Buyer on or after the First Employment Date for such
Transferred Employee, including without limitation, health care continuation coverage with respect to plans established or maintained by Buyer after the Closing, and damages or settlements arising out
of any claims of wrongful or illegal termination, and for complying with the requirements of all applicable laws with respect to any such termination. 



        (e)  Buyer
agrees that, except as set forth in subsection 4.2(a) above, for a period of one year from the Closing Date, it will not employ or solicit for employment, any
employee of Seller (or any of its Subsidiaries) employed in Seller's Server Group or with whom Buyer had contact in connection with this transaction (so long as such person is employed by Seller or
any of its Subsidiaries and for a period of six months thereafter); provided, however, that solicitation shall not include general employment 


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advertising or the use of any independent employment agency or search firm not specifically directed to employees of Seller or any of its Subsidiaries. 


        (f)    Seller
shall be responsible for all Liabilities with respect to Seller's employment of the Regular Employees and the termination of employment of any such Regular
Employees with Seller (including termination by Seller of any Transferred Employee becoming employed by Buyer as contemplated under this Agreement), including without limitation, health care
continuation coverage under plans established or maintained by Seller, any Liabilities for accrued vacation, paid time off, sick leave or similar benefits attributable to periods of employment or
service of Regular Employees with Seller, any Liabilities arising out of any claims of wrongful or illegal termination by Seller, and compliance with the requirements of all applicable laws with
respect to any such termination, in each case, to the extent such Liabilities accrue prior to the applicable First Employment Date. 


        4.3.    Shrink-Wrap Software.    Seller shall transfer at
Closing, to the extent it has the legal right to do so and subject to the applicable license agreements with the licensors, its royalty-free usage rights to the shrink-wrap
personal computer software (also known as conditions-of-use software) being used in its ordinary course of business as of the Date of Execution on the personal computers that
are Transferred Assets. Seller further agrees to transfer at Closing, to the extent it has the legal right to do so and subject to the applicable license agreements with the licensors, its
royalty-free usage rights to all upgrades and updates to the shrink-wrap personal computer software that is in Seller's possession and being used on the personal computers that
are Transferred Assets as of the Closing Date. If such software copyrights are owned by Seller, Seller's license terms and conditions continue to apply. However, no software rights are being
transferred under this Agreement that relate to public domain software or freeware. 


        4.4.    Further Action.    Each of the Parties agrees to execute and
deliver after the Closing Date such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable, in the opinion of both Parties'
counsel, in order to consummate or implement expeditiously the transactions contemplated hereby. 


Article V.    Representations and Warranties of Buyer  


        Buyer hereby represents and warrants to Seller as follows: 


        5.1.    Incorporation.    Buyer is a corporation duly incorporated and
validly existing in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own its properties and conduct its business as now being conducted, and
is duly qualified in each jurisdiction in which its ownership of property requires such qualification except where the failure to so qualify would not have a material adverse effect on Buyer. 


        5.2.    Authority.    (a) Buyer has the requisite corporate
power and authority to execute and deliver each of the Operative Agreements and to perform its obligations under each of the foregoing. Each of the Operative Agreements has been duly and validly
authorized, executed and delivered by Buyer and constitutes the valid and binding agreement of Buyer enforceable against Buyer in accordance with its respective terms subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other similar federal or state laws affecting the rights of creditors. No other corporate proceedings on the part of Buyer are necessary to authorize the
Operative Agreements and the transactions contemplated by any of the foregoing. 


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        5.3.    No Conflict.    The execution and delivery by
Buyer of each of
the Operative Agreements does not, and the performance of its obligations thereunder, will not: 


        (a)  conflict
with, or result in a breach of, any of the provisions of its Certification of Incorporation or By-Laws; 



        (b)  breach,
violate or contravene any material Governmental Rule, or create any right of termination or acceleration or encumbrance, that, singly or in the aggregate, would
have a material adverse effect on its authority or ability to perform any of its obligations under this Agreement or the other Operative Agreements; or 


        (c)  conflict
in any respect with, or result in a breach of or default under, any material contract, license, franchise, permit or any other agreement or instrument to which
it or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or any of its or their properties may be affected or bound that, singly or in the aggregate, would have a material
adverse effect on its authority or ability to perform its obligations under this Agreement or the other Operative Agreements. 


        5.4.    Governmental Consents.    Other than compliance with the HSR
Act pre- notification requirements, if required, no material consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority on the part of
Buyer is required in connection with the execution or delivery by Buyer of this Agreement or the other Operative Agreements, or the consummation by Buyer of the transactions contemplated by any of the
foregoing. 


        5.5.    No Broker.    Neither Buyer nor any of its Subsidiaries has
engaged any corporation, firm or other Person who is entitled to any fee or commission as a finder or a broker in connection with the negotiation of this Agreement or the other Operative Agreements or
the consummation of the transactions contemplated hereby and thereby, and Buyer shall be responsible for all liabilities and claims (including costs and expenses of defending against same) arising in
connection with any claim by a finder or broker that it acted on behalf of Buyer or any of its Subsidiaries in connection with the transactions contemplated hereby and thereby. 


Article VI.    Representations and Warranties of Seller  


        Except as set forth on the disclosure schedule delivered by the Seller to Buyer concurrently with the execution of this Agreement (the "Disclosure Schedule"),
Seller hereby represents and warrants to Buyer as follows: 


        6.1.    Incorporation.    Seller is a duly incorporated and validly
existing corporation in good standing under the laws of the State of New York, with all requisite corporate power and authority to own its properties and conduct its business, and is duly qualified in
each jurisdiction in which its ownership of property requires such qualification except where the failure to so qualify would not have a material adverse effect upon the Transferred Assets. 


        6.2.    Authority.    Seller has the requisite corporate power and
authority to execute and deliver the Operative Agreements and to perform its obligations under each of the foregoing. Each of the Operative Agreements has been duly and validly authorized, executed
and delivered by Seller enforceable against Seller and constitutes the valid and binding agreement of Seller in accordance with its respective terms subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar federal or state laws affecting the rights of creditors. No other corporate proceedings on the part of Seller are necessary to authorize the Operative
Agreements and the transactions contemplated by any of the foregoing. 


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        6.3.    No Conflict.    The execution and delivery by Seller of this
Agreement and the other Operative Agreements does not, and the performance by Seller of its obligations thereunder will not: 


        (a)  conflict
with, or result in a breach of, any of the provisions of its Articles of Incorporation or By-Laws; 


        (b)  breach,
violate or contravene any material Governmental Rule, or any order, writ, judgment, injunction, decree, determination or award, or create any right of
termination or acceleration or encumbrance, that, singly or in the aggregate, would have a material adverse effect on (i) its authority or ability to perform its obligations under the Operative
Agreements; or (ii) the Transferred Assets; or 


        (c)  conflict
in any respect with or result in a breach of or violation of or default under any material contract, license, franchise, permit, mortgage, indenture or any
other agreement or instrument applicable to Transferred Assets or that singly or in the aggregate, would have a material adverse effect on (i) its authority or ability to perform its
obligations under the Operative Agreements; or (ii) the
Transferred Assets (except for agreements and instruments that require the consent, waiver or approval of a third party for the transactions contemplated by this Agreement). 



        6.4.    Governmental Consents.    Other than compliance with the HSR
pre- notification requirements, no material consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority on the part of Seller is required
in connection with the execution or delivery by Seller of the Operative Agreements or the consummation by Seller of the transactions contemplated by any of the foregoing. 


        6.5.    No Broker.    Seller has engaged no corporation, firm or other
Person who is entitled to any fee or commission as a finder or a broker in connection with the negotiation of this Agreement or the other Operative Agreements or the consummation of the transactions
contemplated hereby and thereby, and Seller shall be responsible for all liabilities and claims (including costs and expenses of defending against same) arising in connection with any claim by a
finder or broker that it acted on behalf of Seller in connection with the transactions contemplated hereby. 


        6.6.    Transferred Assets.    Seller has good and marketable title to
(or valid leasehold interests in) the Transferred Assets, free and clear of any Liens, other than Permitted Liens. 



        6.7.    Litigation.    There are no actions, suits, proceedings,
arbitrations or investigations pending or, to Seller's knowledge, threatened in a writing to Seller against Seller with respect to or directly affecting the Transferred Assets, at law or in equity,
including any administrative proceedings or condemnation actions with any Governmental Authority. The transfer of the Transferred Assets and the ability of Buyer to hire any Regular Employee
contemplated hereunder does not violate any judgment, order, writ, injunction or decree of any Governmental Authority applicable to Seller. 



        6.8.    No Rights In Others To Transferred Assets.    Neither Seller
nor any Subsidiary of Seller is party to any outstanding contracts or other arrangements giving any Person any present or future right to require Seller to transfer to any Person any ownership or
possessory interest in, or to grant any lien on, any of the Transferred Assets, other than pursuant to this Agreement. 


        6.9    Licenses and Permits.    Seller has all licenses and permits
and other governmental authorizations and approvals which are material to the operation of the Transferred Assets and which are required for Seller's operation of the Transferred Assets, except where
the failure to have such licenses and permits would not have a material adverse effect on Seller's ability to operate the Transferred Assets. Buyer must seek a regulatory or other permitted transfer
of, or obtain through separate application for itself, any applicable licenses and permits, including environmental licenses and permits, which are required for Buyer's operation or ownership of the
Transferred Assets. 


        6.10.    Warranties.    EXCEPT FOR THE EXPRESS REPRESENTATIONS AND
WARRANTIES MADE BY SELLER IN THIS ARTICLE VI, SELLER MAKES NO REPRESENTATION OR 


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WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE TRANSFERRED ASSETS, IT BEING SPECIFICALLY UNDERSTOOD BY BUYER THAT, EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS ARTICLE VI, THE TRANSFERRED ASSETS
AND ASSUMED LIABILITIES ARE BEING SOLD AND TRANSFERRED "AS IS" IN ALL RESPECTS. SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF
BUYER'S, WHETHER OR NOT SELLER HAS BEEN MADE AWARE OF ANY SUCH PURPOSE. 


        6.11    Tax Matters.    Seller has timely filed within the time period
for filing or any extension granted with respect thereto, all Tax returns which it is required to file relating or pertaining to any and all Taxes attributable to or levied upon the Transferred Assets
with respect to the Pre-Closing Tax Period and has paid any and all Taxes it is required to pay in connection with the taxable period to which such Tax returns relate. There are (and as of
immediately following the Closing there will be) no liens for Taxes on the Transferred Assets, other than Permitted Liens, and no action, proceeding or, to the knowledge of Seller, investigation has
been instituted against Seller which would give rise to any such Lien, other than Permitted Liens. Seller has no knowledge of any claims asserted or threatened with respect to any Taxes. None of the
Transferred Assets are treated as "tax-exempt use property" within the meaning of Section 168(b) of the Code. 


Article VII.    Conditions of Buyer's Obligations  



        The obligation of Buyer to consummate the transactions contemplated herein is subject to the satisfaction (or waiver by Buyer) of the conditions set forth below
in this Article. 


        7.1.    Representations and Warranties.    The representations and
warranties of Seller made in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as if made at and as of
the Closing Date, except to the extent such representations and warranties expressly relate to an earlier time in which case such representations and warranties shall be true and correct in all
material respects as of such earlier time. Seller shall have performed in all material respects its respective covenants and agreements contained in this Agreement and the other Operative Agreements
required to be performed at or prior to the Closing. 


        7.2.    Consents, Approvals, and Injunctions.    (a) Seller
shall have obtained all consents, approvals, orders, licenses, permits and authorizations of, and registrations, declarations and filings with, any Governmental Authority or any other Person required
to be obtained or made by or with respect to Seller prior to Closing in connection with the execution and delivery of this Agreement and the other Operative Agreement. 



        (b)  No
injunction, order or decree of any Governmental Authority shall be in effect as of the Closing, and no lawsuit, claim, proceeding or investigation shall be pending or
threatened by or before any Governmental Authority as of the Closing, which would restrain, prohibit or make unlawful the consummation of the transactions contemplated by the Operative Agreements or
invalidate or suspend any provision of the Operative Agreements. 


        (c)  No
action or proceeding challenging the transactions or any provision of this Agreement or the other Operative Agreements shall be pending or threatened against any
party. 


        7.3.    Consents, etc.; Burdensome Conditions.    (a) All
Governmental Actions set forth on Schedule 7.3(a), if any, including the issuance or transfer of all permits or other consents of Governmental Authorities necessary for Seller to transfer the
Transferred Assets shall (i) have been taken, given or obtained, (ii) be in full force and effect, and (iii) not be subject to any pending proceedings or appeals, administrative,
judicial or otherwise (and the time for appeal shall have expired or, if an appeal shall have been taken, it shall have been dismissed). 


10





 



        (b)  All
consents of any other Person listed on Schedule 7.3(b) necessary in order for Seller to transfer the Transferred Assets shall have been obtained and shall be
in full force and effect. 


        (c)  No
Burdensome Condition shall exist with respect to Buyer in connection with the transactions contemplated by the Operative Agreements. 



        7.4.    Governmental Rule.    No Governmental Rule shall have been
instituted, issued or proposed to restrain, enjoin or prevent the transfer of the Transferred Assets as contemplated hereby or to invalidate, suspend or require modification of any material provision
of any Operative Agreement. 


        7.5.    Operative Agreements.    Seller shall have entered into each
of the Operative Agreements to be executed by it (other than the Escrow Agreement) and each such Operative Agreement (other than the Escrow Agreement) shall be in full force and effect without breach
thereunder by Seller. 


        7.6.    Closing Documents.    Seller shall have delivered to Buyer the
following documents: 


        (a)  a
certificate, dated as of the Closing Date, to the effect that the representations and warranties of Seller in this Agreement are true and correct and that all
covenants and agreements required to be performed by Seller prior to the Closing have been duly performed; and 



        (b)  a
certificate of the secretary or assistant secretary of Seller, dated the Closing Date, as to the continued existence of Seller, certifying the authorization of the
execution, delivery and performance of the Operative Agreements. 


Article VIII.    Conditions to Seller's Obligations.  


        The obligations of Seller to consummate the transactions contemplated herein shall be subject to the satisfaction (or waiver by Seller) of the conditions set
forth below in this Article. 


        8.1    Payment of Purchase Price.    The payment of the Purchase Price
shall have been paid in the manner specified in Section 1.3 and the payment of the consideration under the Intellectual Property Agreement shall have been paid in the manner specified in the
Intellectual Property Agreement, in each case on March 25, 2002 (or such later date agreed to by Seller). 


        8.2.    Representations and Warranties.    The representations and
warranties of Buyer made in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as if made at and as of
the Closing Date, except to the extent such representations and warranties expressly relate to an earlier time in which case such representations and warranties shall be true and correct in all
material respects as of such earlier time. Buyer shall have performed in all material respects its respective covenants and agreements contained in this Agreement and the other Operative Agreements
required to be performed at or prior to the Closing. 


        8.3.    Consents, Approvals and Injunctions.    (a) Buyer shall
have obtained all consents, approvals, licenses, permits and authorizations of, and registrations, declarations and filings with, any Governmental Authority or any other Person required to be obtained
or made by or with respect to Buyer prior to Closing in connection with the execution and delivery of this Agreement and the other Operative Agreements. 


        (b)  No
injunction, order or decree of any Governmental Authority shall be in effect as of the Closing, and no lawsuit, claim, proceeding or investigation shall be pending or
threatened by or before any Governmental Authority as of the Closing, which would restrain, prohibit or make unlawful the transfer of the Transferred Assets or invalidate or suspend any provision of
the Operative Agreements. 


        (c)  No
Burdensome Condition shall exist with respect to Seller in connection with the transactions contemplated by the Operative Agreements. 


11





 



        8.4.    Operative Agreements.    Buyer shall have entered into the
Warrant Agreement and each of the Operative Agreements (other than the Escrow Agreement) to be executed by it and the Warrant Agreement and each such Operative Agreement shall be in full force and
effect without breach thereunder by Buyer. 


        8.5.    Injunctions, Orders.    No injunction, order or decree of any
Governmental Authority shall be in effect as of the Closing, and no lawsuit, claim, proceeding or investigation shall be pending by or before any Governmental Authority as of the Closing, which would
restrain, prohibit or make unlawful the transfer of the Transferred Assets or invalidate or suspend any provision of any Operative Agreement. 



        8.6.    Closing Documents.    Buyer shall have delivered to Seller the
following documents: 


        (a)  a
certificate of an authorized officer of Buyer, dated the Closing Date, to the effect that Buyer's representations and warranties in this Agreement are true and correct
and that all covenants and agreements required to be performed by Buyer have been duly performed; and 


        (b)  a
certificate of the secretary or assistant secretary of Buyer, dated the Closing Date, as to the continued existence of Buyer, certifying the authorization of the
execution, delivery and performance of the Operative Agreements and the corporate approvals of Buyer authorizing the actions to be taken by Buyer under the Operative Agreements. 


Article IX.    General Matters.  


        9.1.    Survival of Representations and Warranties.    All
representations and warranties made by the Parties in this Agreement or in any schedule, document, certificate or other instrument delivered by or on behalf of the Parties pursuant to this Agreement
shall survive the Closing for a period of twelve (12) months after the Closing Date; regardless of any investigation or disclosure made by or on behalf of the Parties. All covenants made by the
Parties shall survive according to their respective terms. 


        9.2.    Limitation of Liability.    Notwithstanding anything to the
contrary set forth in this Agreement, Seller shall not be liable for any amounts with respect to the breach of a representation and warranty in this Agreement unless and until such amounts shall
exceed in the aggregate $100,000 (the "Limitation Amount") (in which case Seller shall be liable with respect to the excess over the Limitation Amount). There shall be no Seller liability with respect
to any such matter for individual amounts of less than $25,000 and such amounts shall not be taken into account in determining whether the Limitation Amount has been exceeded. In no event shall
Seller's liability with respect to the breach of representations and warranties in this Agreement exceed the Purchase Price. Notwithstanding the foregoing, no such limitations shall be applicable with
respect to Seller's obligation of ownership of the Transferred Assets. Neither Seller nor Buyer shall be responsible for any indirect, incidental, punitive, special or consequential damages
whatsoever, including loss of profits or goodwill. 


        9.3.    Public Announcements.    The Confidentiality Agreement
continues to apply, and the Operative Agreements and the proposed transaction is subject to and confidential under that Confidentiality Agreement. For six (6) months after the Closing Date, all
public announcements relating to this Agreement or the transactions contemplated hereby shall be made only after consultation between the Parties, except for disclosures by either Party are required
by law, rule or regulation. Any disclosures to customers in connection with commercial relationships shall not reveal the Purchase Price of this Agreement. Notwithstanding the foregoing, either Party
shall have the right, in its sole discretion, to make such disclosures as it may deem necessary or advisable to any Governmental Authority. In the event of a breach or anticipatory breach of this
Section 9.3. by either Party, the other Party shall be entitled, in addition to any and all other remedies available at law or in equity, to preliminary and permanent injunctive relief and
specific performance without proving damages. 


12





 



        9.4.    Costs.    Each Party shall be responsible for the costs and
expenses incurred by it in the negotiation, execution and delivery of the Operative Agreements and, except as otherwise provided elsewhere in such agreements, the consummation of the transactions
contemplated hereby and thereby. 


        9.6    Due Diligence.    Buyer has engaged in due diligence efforts
prior to executing this Agreement. The sale of the Transferred Assets is based solely upon the results of that due diligence and there has been no reliance upon the representations or statements of
Seller, other than as set forth in Article VI. 



        9.7    Bulk Sales.    Compliance with bulk sales laws shall not be
applicable to this Agreement. 


        9.8.    Modification and Waiver.    No modification or waiver of any
provision of this Agreement and no consent by either Party to any departure therefrom shall be effective unless in a writing referencing the particular section of this Agreement to be modified or
waived and signed by a duly authorized
signatory of each Party, and the same will only then be effective for the period and on the conditions and for the specific instances and purposes specified in such writing. 


        9.9.    Governing Law.    This Agreement has been delivered at and
shall be deemed to have been made in Westchester County, New York, and all matters arising from or relating in any manner to the subject matter of this Agreement shall be interpreted, and the rights
and liabilities of the Parties determined, in accordance with the laws of the State of New York applicable to agreements executed, delivered and performed within such State, without regard to the
principles of conflicts of laws thereof. As part of the consideration for value received, each of the Parties hereby consents to the exclusive jurisdiction of any state or federal court located within
the county of Westchester in the State of New York with respect to all matters arising from or relating in any manner to the subject matter of this Agreement. With respect to all matters arising from
or relating in any manner to the subject matter of this Agreement each of the Parties hereby: (i) waives trial by jury, (ii) waives any objection to New York venue of any action
instituted hereunder, and (iii) consents to the granting of such legal or equitable relief as is deemed appropriate by any aforementioned court. 



        9.10.    Notices.    All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given and shall be effective (a) when delivered by messenger or courier, or 


13





 




(b) five days after deposit for mailing by registered or certified mail, postage prepaid, return receipt requested, when also transmitted by telecopy as follows: 



	 	 	(a)	 	if to Seller, to:
	

 	
 	

 	
 	

International Business Machines Corporation

New Orchard Road

Armonk, New York 10504
	

 	
 	

 	
 	

Attention:	
 	

David Johnson

Vice President, Corporate Development
	 	 	 	 	Telecopy:	 	(914) 499-7802
	

 	
 	

 	
 	

with a copy at the same address to:
	

 	
 	

 	
 	

Attention:	
 	

John W. Greene
	 	 	 	 	Telecopy:	 	914-499-6006
	

 	
 	

(b)	
 	

if to Buyer, to:
	

 	
 	

 	
 	

Adaptec, Inc.

691 South Milpitas Blvd.

Milpitas, CA 95035
	

 	
 	

 	
 	

Attention: Chief Financial Officer
	

 	
 	

 	
 	

with a copy to:
	

 	
 	

 	
 	

Adaptec, Inc.

691 South Milpitas Blvd.

Milpitas, CA 95035
	

 	
 	

 	
 	

Attention: General Counsel





or
to such Person or address as either of the Parties shall hereafter designate to the other from time to time by similar written notice. 


        9.11.    Assignment.    This Agreement shall be binding upon, and
inure to the benefit of, and be enforceable by, the successors and assigns of the Parties; provided, that a Party may not assign its rights hereunder
without the written consent of the other Parties. 



        9.12.    Counterparts.    This Agreement may be executed by the
Parties hereto in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. 


        9.13.    No Third Party Beneficiaries.    This Agreement is for the
sole benefit of the Parties and their permitted successors and assigns and nothing herein expressed or implied shall give or be construed to give any Person, other than the Parties and such permitted
successors and assigns, any legal or equitable rights hereunder. 


        9.13.    Entire Agreement.    This Agreement, together with the other
Operative Agreements comprise the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings and representations,
oral or written, between Buyer and Seller relating hereto or thereto. 


[SIGNATURE
PAGE FOLLOWS] 


14





 

        IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized signatories as of the date and year
first above written. 


INTERNATIONAL BUSINESS

    MACHINES CORPORATION  



By:                                       
          


Name:
David L. Johnson 


Title:
Vice President, Corporate Development 


ADAPTEC, INC.  



By:                                       
          


Name:
David Young 


Title:
Chief Financial Officer 


(Signature
Page to Asset Purchase Agreement) 


15






   Exhibits to Asset Purchase Agreement 



	Exhibit A:	 	Escrow Agreement
	

Exhibit B:	
 	

Bill of Sale





16





 
Exhibit A 


[ATTACH
ESCROW AGREEMENT] 


17





 
Exhibit B 


Bill of Sale  



	 	 	Bill of Sale and Assignment (this "Bill of Sale") dated as of March            , 2002, made by and between International Business Machines Corporation, a New
York corporation ("Seller"), and Adaptec, Inc., a Delaware corporation, ("Buyer").





        Buyer
and Seller have entered into an Asset Purchase Agreement dated as of March [    ], 2002 (the "Asset Purchase Agreement"), for the sale and
assignment by Seller to Buyer of certain assets as described in the Asset Purchase Agreement. All capitalized terms not otherwise defined herein shall have the respective meanings provided in the
Asset Purchase Agreement. 


        NOW THEREFORE, for good and valuable consideration (including the payment by Buyer of the Purchase Price for the Transferred Assets), the
adequacy and receipt of which is hereby acknowledged: 


        1.    Pursuant
to the terms and conditions of the Asset Purchase Agreement, for good and valuable consideration, the receipt of which is hereby acknowledged, Seller does hereby
sell, assign, transfer, convey and deliver (collectively, "sell") to Buyer the Transferred Assets (as defined in the Asset Purchase Agreement), free and clear of all Liens except as expressly provided
herein or in the Asset Purchase Agreement. 


        2.    This
Bill of Sale shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed
entirely within such State, without regard to the conflicts of law principles of such State and nothing herein shall be deemed to modify the Asset Purchase Agreement or affect the rights of the
Parties thereto. In the event of a conflict between this Bill of Sale and the Asset Purchase Agreement, the Asset Purchase Agreement shall control. This Bill of Sale may be executed in counterparts. 


        3.    In
the event any one or more of the provisions contained in this Bill of Sale should be held invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 


        4.    This
Bill of Sale is executed pursuant to the Asset Purchase Agreement and is entitled to the benefits and subject to the provisions thereof and shall bind and inure to
the benefit of the parties and their respective successors and assigns. 


        IN WITNESS WHEREOF, the parties have caused this Bill of Sale to be duly executed as of the day and year first above written. 



	ADAPTEC, INC.	 	INTERNATIONAL BUSINESS

    MACHINES CORPORATION
	

By:	
 	

 	
 	

By	
 	

 
	 	 	
	 	 	 	

	

Name:	
 	

David Young	
 	

Name:	
 	

David L. Johnson
	

Title:	
 	

Chief Financial Officer	
 	

Title:	
 	

Vice President,

    Corporate Development




18






   Schedule of Disclosure and Exceptions

to the Asset Purchase Agreement

by and among Adaptec, Inc. and

International Business Machines Corporation 


This
is the Schedule of Disclosure and Exceptions (including the Schedules, Sub- schedules, and Exhibits hereto, the "Disclosure Schedule") being provided in conjunction with the Asset
Purchase Agreement dated as of March [    ], 2002 by and among Buyer and Seller (the "Agreement"), to which this
Disclosure Schedule is attached. Unless otherwise indicated, all capitalized terms used in this Disclosure Schedule shall have the meaning provided in the above referenced Agreement. 


Any
disclosures made under the headings of one section of this Disclosure Schedule shall be deemed to be disclosed in any other section of the Disclosure Schedule to which such information is relevant
to the information intended to be disclosed in such other section. Nothing in this Disclosure Schedule shall constitute an admission of any liability or obligation of the Seller to any third party nor
an admission against the Seller's interest. 


[Detailed disclosures, exceptions, schedules, sub-schedules and any associated exhibits to this Schedule to be attached here prior to
signing.]


19






   Schedules to the Purchase Agreement  


Disclosure
Schedule 


Schedule 1.1.
Transferred Assets Listing 



	 
	 	 

	

Schedule 4.2.a.l.	
 	

Listing of Regular Employees
	

Schedule 4.2.a.2.	
 	

Buyer Summary of Employee Terms and Benefits
	

Schedule 7.3(a)	
 	

Governmental Consents
	

Schedule 7.3(b)	
 	

Consents




20






  



	 	 	 	 	 	 	Adaptec Asset Purchase Agreement

Schedule 1.1
	Transferred Assets
	

6G3A	
 	

251571	
 	

MESL	
 	

Equip	
 	

576859B	
 	

27939.00	
 	

1.00
	6G3A	 	251571	 	MESL	 	Equip	 	576989B	 	7633.94	 	1591.00
	6G3A	 	251571	 	MESL	 	Equip	 	576990B	 	7633.94	 	1591.00
	6G3A	 	251571	 	MGSE	 	Equip	 	424289B	 	39512.50	 	1.00
	6G3A	 	251571	 	MGSE	 	Equip	 	656849B	 	20382.95	 	1.00
	6G3A	 	251571	 	MGSE	 	Equip	 	657234B	 	24699.27	 	1.00
	6G3A	 	251571	 	MGSE	 	Equip	 	657428B	 	26819.27	 	1.00
	6G3A	 	251571	 	MGSE	 	Equip	 	658042B	 	55981.93	 	1.00
	6G3A	 	251571	 	OEM1	 	Equip	 	576652B	 	8074.95	 	2019.00
	6G3A	 	251571	 	OEM1	 	Equip	 	576823B	 	7019.50	 	1755.00
	6G3A	 	251571	 	OEM1	 	Equip	 	576824B	 	7019.50	 	1755.00
	6G3A	 	251571	 	OEM1	 	Equip	 	576825B	 	7019.50	 	1755.00
	6G3A	 	251571	 	OEM1	 	Equip	 	658040B	 	6925.75	 	1.00
	6G3A	 	251571	 	OEM1	 	Equip	 	768999B	 	3815.94	 	1.00
	6G3A	 	251571	 	OEM3	 	Equip	 	573943B	 	8084.62	 	1.00
	6G3A	 	251571	 	OEM3	 	Equip	 	576217B	 	12720.00	 	2544.00
	6G3A	 	251571	 	OEM3	 	Equip	 	576321B	 	14134.95	 	5182.00
	6G3A	 	251571	 	OEM3	 	Equip	 	576322B	 	17750.75	 	6804.00
	6G3A	 	251571	 	2620	 	TP 360	 	78DCW46	 	2190.13	 	1.00
	6G3A	 	251571	 	2626	 	TP 390X	 	AADWXML	 	1932.02	 	377.00
	6G3A	 	251571	 	2626	 	TP 390X	 	AADWXM1	 	1932.02	 	377.00
	6G3A	 	251571	 	2626	 	TP 390X	 	AF102YF	 	2088.16	 	1.00
	6G3A	 	251571	 	2645	 	TP 600X	 	78XRBH6	 	1908.66	 	583.00
	6G3A	 	251571	 	2645	 	TP 600X	 	78XRCY5	 	1908.66	 	583.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23A2818	 	1448.98	 	386.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23A2820	 	1448.98	 	386.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23A2944	 	1448.98	 	386.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B0213	 	1289.15	 	322.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B0223	 	1289.15	 	322.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B0224	 	1289.15	 	322.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B0225	 	1289.14	 	322.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B0228	 	1289.14	 	322.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B0232	 	1289.14	 	322.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B0233	 	1289.14	 	322.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B0266	 	1289.14	 	322.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B0268	 	1289.14	 	322.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B0271	 	1289.14	 	322.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B4699	 	1441.41	 	625.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B5008	 	1441.41	 	625.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B5075	 	1441.41	 	625.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B5575	 	1441.41	 	625.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B6119	 	1441.41	 	625.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B8635	 	1660.57	 	779.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B8636	 	1660.57	 	779.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B8637	 	1660.57	 	779.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B8673	 	1660.57	 	779.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B8676	 	1660.57	 	779.00



21





 

	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B8680	 	1660.57	 	779.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B8693	 	1660.57	 	779.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B8697	 	1660.57	 	779.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B8700	 	1660.57	 	779.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B8702	 	1660.57	 	779.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B8704	 	1660.57	 	779.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B8706	 	1660.57	 	779.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B8735	 	1660.57	 	779.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B8740	 	1660.57	 	779.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23B8752	 	1660.57	 	779.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23C1973	 	1441.76	 	722.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23C5298	 	1285.62	 	750.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23C5309	 	1285.62	 	750.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23C5426	 	1285.62	 	750.00
	6G3A	 	251571	 	3520	 	HDD Enclosure	 	23C5611	 	1249.68	 	750.00
	6G3A	 	251571	 	3531	 	HDD Enclosure	 	6816538	 	1621.57	 	1460.00
	6G3A	 	251571	 	3531	 	HDD Enclosure	 	6816547	 	1621.57	 	1460.00
	6G3A	 	251571	 	3531	 	HDD Enclosure	 	6816661	 	1621.57	 	1460.00
	6G3A	 	251571	 	3531	 	HDD Enclosure	 	6818568	 	1846.75	 	1693.00
	6G3A	 	251571	 	3531	 	HDD Enclosure	 	6818570	 	1846.75	 	1693.00
	6G3A	 	251571	 	3531	 	HDD Enclosure	 	6818572	 	1846.75	 	1693.00
	6G3A	 	251571	 	3552	 	FC RAID	 	23A0042	 	20215.15	 	11118.00
	6G3A	 	251571	 	3560	 	FC RAID	 	23A0189	 	2700.49	 	1485.00
	6G3A	 	251571	 	3560	 	FC RAID	 	23A0195	 	2700.49	 	1485.00
	6G3A	 	251571	 	3560	 	FC RAID	 	23A0218	 	2583.08	 	1421.00
	6G3A	 	251571	 	6561	 	PC 300GL	 	78AXFRW	 	787.27	 	1.00
	6G3A	 	251571	 	6591	 	PC 300GL	 	23AF357	 	798.60	 	1.00
	6G3A	 	251571	 	6591	 	PC 300GL	 	23AF474	 	798.60	 	1.00
	6G3A	 	251571	 	6591	 	PC 300GL	 	23AF669	 	798.60	 	1.00
	6G3A	 	251571	 	6591	 	PC 300GL	 	23AG059	 	798.60	 	1.00
	6G3A	 	251571	 	6591	 	PC 300GL	 	23AG075	 	798.60	 	1.00
	6G3A	 	251571	 	6836	 	IS EPro	 	23B5000	 	1195.08	 	568.00
	6G3A	 	251571	 	6846	 	IS EPro	 	23C5001	 	1194.15	 	568.00
	6G3A	 	251571	 	6846	 	IS EPro	 	23D5019	 	1804.76	 	858.00
	6G3A	 	251571	 	6850	 	IS MPro	 	23B5074	 	2149.71	 	1553.00
	6G3A	 	251571	 	6865	 	IS ZPro	 	23WW168	 	5094.19	 	1.00
	6G3A	 	251571	 	6868	 	IS Mpro	 	23W2211	 	2169.38	 	925.00
	6G3A	 	251571	 	6868	 	IS Mpro	 	23W2212	 	2169.38	 	925.00
	6G3A	 	251571	 	6877	 	PC 730	 	78R5122	 	1274.18	 	1.00
	6G3A	 	251571	 	6877	 	PC 730	 	78R5138	 	1274.18	 	1.00
	6G3A	 	251571	 	6877	 	PC 730	 	78R5785	 	1274.18	 	1.00
	6G3A	 	251571	 	6877	 	PC 730	 	78R5888	 	1274.18	 	1.00
	6G3A	 	251571	 	6877	 	PC 730	 	78R6283	 	1274.18	 	1.00
	6G3A	 	251571	 	6877	 	PC 730	 	78R6318	 	1274.18	 	1.00
	6G3A	 	251571	 	6887	 	PC 750	 	23AADFG	 	1345.16	 	1.00
	6G3A	 	251571	 	6887	 	PC 750	 	23AADKV	 	1345.16	 	1.00
	6G3A	 	251571	 	6887	 	PC 750	 	23AAFAA	 	1345.16	 	1.00
	6G3A	 	251571	 	6887	 	PC 750	 	23AAFHD	 	1345.16	 	1.00
	6G3A	 	251571	 	6887	 	PC 750	 	230A554	 	1246.24	 	1.00
	6G3A	 	251571	 	6887	 	PC 750	 	230A663	 	1246.24	 	1.00
	6G3A	 	251571	 	6887	 	PC 750	 	230A756	 	1246.24	 	1.00



22





 

	6G3A	 	251571	 	6887	 	PC 750	 	230A808	 	1246.24	 	1.00
	6G3A	 	251571	 	6887	 	PC 750	 	230B517	 	1246.24	 	1.00
	6G3A	 	251571	 	6887	 	PC 750	 	23843HA	 	64.85	 	1.00
	6G3A	 	251571	 	6888	 	IS Mpro	 	23VA892	 	2394.33	 	1.00
	6G3A	 	251571	 	6888	 	IS Mpro	 	23VC059	 	2289.50	 	1.00
	6G3A	 	251571	 	6889	 	IS Mpro	 	23A0501	 	1463.00	 	1.00
	6G3A	 	251571	 	6889	 	IS Mpro	 	23A1677	 	2056.52	 	1.00
	6G3A	 	251571	 	6889	 	IS Mpro	 	23H1642	 	3428.94	 	1.00
	6G3A	 	251571	 	6893	 	IS Epro	 	23FPMFH	 	1906.80	 	1.00
	6G3A	 	251571	 	6893	 	IS Epro	 	23GG035	 	1613.79	 	1.00
	6G3A	 	251571	 	6893	 	IS Epro	 	23GG042	 	1925.74	 	1.00
	6G3A	 	251571	 	6893	 	IS Epro	 	23GG096	 	1925.75	 	1.00
	6G3A	 	251571	 	6893	 	IS Epro	 	23TXD44	 	1339.37	 	1.00
	6G3A	 	251571	 	6898	 	IS Mpro	 	23W0070	 	2958.45	 	1.00
	6G3A	 	251571	 	6898	 	IS Mpro	 	23W0135	 	1979.81	 	1.00
	6G3A	 	251571	 	7013	 	RS6K	 	2629649	 	17042.36	 	1.00
	6G3A	 	251571	 	7013	 	RS6K	 	2650792	 	23516.05	 	1.00
	6G3A	 	251571	 	7249	 	RS6K	 	DVT0008	 	11215.81	 	1.00
	6G3A	 	251571	 	7249	 	RS6K	 	DVT0010	 	11215.81	 	1.00
	6G3A	 	251571	 	7249	 	RS6K	 	DVT0041	 	11215.82	 	1.00
	6G3A	 	251571	 	7249	 	RS6K	 	DVT0071	 	11215.82	 	1.00
	6G3A	 	251571	 	8476	 	NF 3000	 	23BLG47	 	984.07	 	590.00
	6G3A	 	251571	 	8476	 	NF 3000	 	23BLN43	 	1079.02	 	666.00
	6G3A	 	251571	 	8476	 	NF 3000	 	23M1219	 	1452.99	 	266.00
	6G3A	 	251571	 	8478	 	xS 200	 	23C5012	 	817.84	 	545.00
	6G3A	 	251571	 	8639	 	Server 325	 	23AB628	 	2047.93	 	205.00
	6G3A	 	251571	 	8639	 	Server 325	 	23GY024	 	2330.07	 	583.00
	6G3A	 	251571	 	8639	 	Server 325	 	23HG308	 	1952.75	 	488.00
	6G3A	 	251571	 	8639	 	Server 325	 	23HG644	 	1952.75	 	488.00
	6G3A	 	251571	 	8639	 	Server 325	 	23HH874	 	1952.75	 	488.00
	6G3A	 	251571	 	8639	 	Server 325	 	23TR632	 	1974.25	 	394.00
	6G3A	 	251571	 	8639	 	Server 325	 	23TX901	 	1974.25	 	394.00
	6G3A	 	251571	 	8639	 	Server 325	 	23TX914	 	1974.25	 	394.00
	6G3A	 	251571	 	8639	 	Server 325	 	23TY026	 	1974.25	 	394.00
	6G3A	 	251571	 	8639	 	Server 325	 	23VD503	 	2046.79	 	717.00
	6G3A	 	251571	 	8639	 	Server 325	 	23VF530	 	2046.79	 	717.00
	6G3A	 	251571	 	8639	 	Server 325	 	23Z0791	 	2863.51	 	1.00
	6G3A	 	251571	 	8639	 	Server 325	 	23Z0881	 	2863.52	 	1.00
	6G3A	 	251571	 	8640	 	Server 330	 	23AAK93	 	2507.51	 	627.00
	6G3A	 	251571	 	8640	 	Server 330	 	23AAK96	 	2507.51	 	627.00
	6G3A	 	251571	 	8640	 	Server 330	 	23AAL26	 	2507.51	 	627.00
	6G3A	 	251571	 	8640	 	Server 330	 	23AAL67	 	2507.51	 	627.00
	6G3A	 	251571	 	8640	 	Server 330	 	23C0016	 	3724.62	 	1.00
	6G3A	 	251571	 	8640	 	Server 330	 	23F2795	 	5504.12	 	1.00
	6G3A	 	251571	 	8640	 	Server 330	 	23NV430	 	2708.78	 	90.00
	6G3A	 	251571	 	8640	 	Server 330	 	23NV474	 	2708.78	 	90.00
	6G3A	 	251571	 	8640	 	Server 330	 	23NV499	 	2708.78	 	90.00
	6G3A	 	251571	 	8640	 	Server 330	 	23NV514	 	2708.79	 	90.00
	6G3A	 	251571	 	8640	 	Server 330	 	23ZC749	 	2496.63	 	457.00
	6G3A	 	251571	 	8640	 	Server 330	 	23ZR575	 	2495.61	 	498.00
	6G3A	 	251571	 	8644	 	NF 3500	 	23DD180	 	2683.14	 	447.00



23





 

	6G3A	 	251571	 	8651	 	NF 7000	 	23A1384	 	8046.16	 	1610.00
	6G3A	 	251571	 	8651	 	NF 7000	 	23A1412	 	8046.16	 	1610.00
	6G3A	 	251571	 	8654	 	Internet Appliance	 	23C0062	 	4472.66	 	2995.00
	6G3A	 	251571	 	8654	 	Internet Appliance	 	23C0078	 	4472.66	 	2995.00
	6G3A	 	251571	 	8655	 	NF 3500 M10	 	23D0811	 	1682.99	 	982.00
	6G3A	 	251571	 	8656	 	Internet Appliance	 	23A0056	 	6128.20	 	3473.00
	6G3A	 	251571	 	8656	 	Internet Appliance	 	23A0069	 	4251.48	 	2409.00
	6G3A	 	251571	 	8656	 	Internet Appliance	 	23B0191	 	3382.65	 	2650.00
	6G3A	 	251571	 	8656	 	Internet Appliance	 	23B0219	 	3382.65	 	2650.00
	6G3A	 	251571	 	8657	 	NF3500 M20	 	23W4018	 	4472.24	 	2683.00
	6G3A	 	251571	 	8657	 	NF3500 M20	 	23W4092	 	4038.14	 	2423.00
	6G3A	 	251571	 	8658	 	xS 230	 	23C0054	 	3182.82	 	1857.00
	6G3A	 	251571	 	8658	 	xS 230	 	23F5049	 	4735.76	 	2683.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23A1860	 	1517.79	 	531.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23A1954	 	1517.79	 	531.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23A5322	 	1322.56	 	662.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23A5333	 	1322.56	 	662.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23B6431	 	1340.39	 	648.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23B6443	 	1340.39	 	648.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23B6469	 	1340.39	 	648.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23B6490	 	1543.83	 	721.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23B6604	 	1485.17	 	694.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23K1650	 	1836.48	 	643.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23K3829	 	1761.67	 	705.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23K3909	 	1831.74	 	733.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23L7370	 	1887.29	 	723.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23L8005	 	1881.48	 	753.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23L8025	 	1881.48	 	753.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23L8026	 	1881.48	 	753.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23Z8771	 	1448.73	 	700.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23Z8775	 	1604.60	 	752.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23Z8777	 	1448.73	 	700.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23Z8781	 	1448.73	 	700.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23Z8782	 	1448.73	 	700.00
	6G3A	 	251571	 	8659	 	NF 5000	 	23Z8784	 	1604.60	 	752.00
	6G3A	 	251571	 	8659	 	NF 5000	 	553747V	 	1682.12	 	505.00
	6G3A	 	251571	 	8660	 	NF 5500	 	23A0153	 	3325.69	 	666.00
	6G3A	 	251571	 	8660	 	NF 5500	 	23A0154	 	3325.69	 	666.00
	6G3A	 	251571	 	8660	 	NF 5500	 	23A0160	 	3325.69	 	666.00
	6G3A	 	251571	 	8660	 	NF 5500	 	23A0165	 	3325.70	 	666.00
	6G3A	 	251571	 	8660	 	NF 5500	 	23C5507	 	3306.54	 	883.00
	6G3A	 	251571	 	8660	 	NF 5500	 	23C5568	 	3306.54	 	883.00
	6G3A	 	251571	 	8660	 	NF 5500	 	23D6032	 	3216.83	 	1125.00
	6G3A	 	251571	 	8660	 	NF 5500	 	23D6191	 	3216.83	 	1125.00
	6G3A	 	251571	 	8660	 	NF 5500	 	23K8345	 	2772.08	 	878.00



24





 

	6G3A	 	251571	 	8660	 	NF 5500	 	23L4439	 	3832.01	 	1404.00
	6G3A	 	251571	 	8661	 	NF 5500 M10	 	550584T	 	7617.36	 	2158.00
	6G3A	 	251571	 	8664	 	xS 240	 	23A5333	 	2010.48	 	1206.00
	6G3A	 	251571	 	8664	 	xS 240	 	23A5336	 	2010.48	 	1206.00
	6G3A	 	251571	 	8664	 	xS 240	 	23A5400	 	2010.48	 	1206.00
	6G3A	 	251571	 	8664	 	xS 240	 	23B0567	 	2301.63	 	1324.00
	6G3A	 	251571	 	8664	 	xS 240	 	23B0568	 	2301.63	 	1324.00
	6G3A	 	251571	 	8664	 	xS 240	 	23B0581	 	2301.63	 	1324.00
	6G3A	 	251571	 	8664	 	xS 240	 	550013H	 	2258.67	 	1091.00
	6G3A	 	251571	 	8664	 	xS 240	 	550013L	 	2258.67	 	1091.00
	6G3A	 	251571	 	8666	 	NF 7100	 	23A0018	 	7086.63	 	4135.00
	6G3A	 	251571	 	8666	 	NF 7100	 	23A0079	 	6711.71	 	3915.00
	6G3A	 	251571	 	8668	 	xS 232	 	23C0055	 	1179.54	 	983.00
	6G3A	 	251571	 	8669	 	xS 342	 	23A1044	 	1330.31	 	1086.00
	6G3A	 	251571	 	8669	 	xS 342	 	23B1525	 	1396.87	 	1141.00
	6G3A	 	251571	 	8674	 	xS 330	 	23A0030	 	1550.73	 	1266.00
	6G3A	 	251571	 	8675	 	xS 330	 	23A0028	 	1789.67	 	1641.00
	6G3A	 	251571	 	8675	 	xS 330	 	23A0545	 	914.85	 	838.00
	6G3A	 	251571	 	8680	 	NF 7000 M10	 	23D5317	 	5709.47	 	2189.00
	6G3A	 	251571	 	8680	 	NF 7000 M10	 	23T3526	 	4808.79	 	2164.00
	6G3A	 	251571	 	8680	 	NF 7000 M10	 	23T4841	 	5926.25	 	3163.00
	6G3A	 	251571	 	8680	 	NF 7000 M10	 	23T4850	 	5926.25	 	3163.00
	6G3A	 	251571	 	8680	 	NF 7000 M10	 	23T9344	 	6446.47	 	3760.00
	6G3A	 	251571	 	8681	 	xS 370	 	23A5133	 	11927.01	 	5964.00
	6G3A	 	251571	 	8681	 	xS 370	 	23A5156	 	11927.02	 	5964.00
	6G3A	 	251571	 	8681	 	xS 370	 	23A5570	 	13022.22	 	7597.00
	6G3A	 	251571	 	8682	 	xS 350	 	23B5087	 	7070.71	 	4124.00
	6G3A	 	251571	 	8682	 	xS 350	 	23B5166	 	2599.15	 	1689.00
	6G3A	 	251571	 	8682	 	xS 350	 	23B5169	 	2703.54	 	1816.00
	6G3A	 	251571	 	8682	 	xS 350	 	23B5481	 	2288.88	 	1793.00
	6G3A	 	251571	 	8682	 	xS 350	 	23B5486	 	2599.15	 	1689.00
	6G3A	 	251571	 	8682	 	xS 350	 	23B5497	 	2599.15	 	1689.00
	6G3A	 	251571	 	8682	 	xS 350	 	23B5498	 	2208.05	 	1767.00
	6G3A	 	251571	 	8682	 	xS 350	 	23B5509	 	7114.84	 	4150.00
	6G3A	 	251571	 	8682	 	xS 350	 	23F7546	 	4622.98	 	4161.00
	6G3A	 	251571	 	8682	 	xS 350	 	23F7613	 	4622.98	 	4161.00
	6G3A	 	251571	 	8682	 	xS 350	 	23F7616	 	4622.98	 	4161.00
	6G3A	 	251571	 	8682	 	xS 350	 	23F7617	 	4622.98	 	4161.00
	6G3A	 	251571	 	8682	 	xS 350	 	23F7631	 	4622.98	 	4161.00
	6G3A	 	251571	 	8682	 	xS 350	 	23F7699	 	4622.98	 	4161.00
	6G3A	 	251571	 	8682	 	xS 350	 	78M3670	 	3647.20	 	3407.00
	6G3A	 	251571	 	8682	 	xS 350	 	78M3678	 	3647.20	 	3407.00
	6G3A	 	251571	 	8684	 	HDD Enclosure	 	23A0039	 	294.49	 	285.00
	6G3A	 	251571	 	8684	 	HDD Enclosure	 	23A0056	 	294.49	 	285.00
	6G3A	 	251571	 	8686	 	xS 360	 	23D1111	 	3001.85	 	2701.00
	6G3A	 	251571	 	8686	 	xS 360	 	23D1118	 	2877.73	 	2589.00
	6G3A	 	251571	 	9308	 	HDD Enclosure	 	23A0386	 	1162.94	 	678.00
	6G3A	 	251571	 	9308	 	HDD Enclosure	 	23A0669	 	2526.10	 	1558.00
	6G3A	 	251571	 	9308	 	HDD Enclosure	 	23A0673	 	2526.10	 	1558.00
	6G3A	 	251571	 	9308	 	HDD Enclosure	 	23A0674	 	2303.58	 	1459.00
	6G3A	 	251571	 	9308	 	HDD Enclosure	 	23B6283	 	1496.97	 	1347.00



25





 

	6G3A	 	251571	 	9308	 	HDD Enclosure	 	23B6285	 	1496.97	 	1347.00
	6G3A	 	251571	 	9545	 	TP 750	 	2328Y6C	 	3578.73	 	1.00
	6G3A	 	251571	 	9545	 	TP 750	 	97AH3HG	 	3950.35	 	1.00
	6G3A	 	251571	 	9546	 	TP 765D	 	78BFRY7	 	2962.37	 	1.00
	6G3A	 	251571	 	9546	 	TP 765D	 	78BFTD7	 	2962.37	 	1.00
	6G3A	 	251571	 	9546	 	TP 765D	 	78BFVN1	 	2962.37	 	1.00
	6G3A	 	251571	 	9546	 	TP 765D	 	78XBC25	 	3023.62	 	1.00
	6G3A	 	251571	 	9547	 	TP 765L	 	78CCGL4	 	2013.44	 	1.00
	6G3A	 	251571	 	9547	 	TP 765L	 	78CDAF0	 	2893.17	 	1.00
	6G3A	 	251571	 	9547	 	TP 765L	 	78CDAT2	 	2893.17	 	1.00
	6G3A	 	251571	 	9547	 	TP 765L	 	78CDAX8	 	2893.17	 	1.00
	6G3A	 	251571	 	9547	 	TP 765L	 	78CDCY7	 	2893.17	 	1.00
	6G3A	 	251571	 	9547	 	TP 765L	 	78CDDC5	 	2893.17	 	1.00
	6G3A	 	251571	 	9547	 	TP 765L	 	78CDDR0	 	2893.17	 	1.00
	6G3A	 	251571	 	9547	 	TP 765L	 	78CFXZ8	 	2893.17	 	1.00
	6G3A	 	251571	 	9549	 	TP 770Z	 	78X7416	 	2696.26	 	1.00





KEY

IS = Intellistation

TP = Thinkpad

Server = PC Server Brand

NF = Netfinity Brand

xS = xSeries Brand

PC = PCCO desktop 


26







   Schedule 4.2. (a)(1) Listing of Regular Employees  


Raleigh, NC  



	Number
 
	 	Name
	 	Dept
	 	Div

	1	 	BROWN, JOSEPH	 	6G3A	 	7T
	2	 	DALTON, ANGELA	 	6G3A	 	7T
	3	 	FORE, RICHARD	 	6G3A	 	7T
	4	 	HAMBRICK, MATTHEW	 	6G3A	 	7T
	5	 	KHATRI, BHARAT B	 	6G3A	 	7T
	6	 	KRISHNAMURTHY, VIKRAM	 	6G3A	 	7T
	7	 	LEE, TIMOTHY	 	6G3A	 	7T
	8	 	OZA, BHARAT	 	6G3A	 	7T
	9	 	PELATTlNI, BAHRAM	 	6G3A	 	7T
	10	 	QUINONES, LUIS	 	6G3A	 	7T
	11	 	RICHARDSON, PHILIP	 	6G3A	 	7T
	12	 	SECKLER, KENNETH G	 	6G3A	 	7T
	13	 	ULRICH, PHILIP	 	6G3A	 	7T
	14	 	DEHAAN, MICHAEL	 	E8ZA	 	7T
	15	 	HAMMER, JACKIE L	 	E8ZA	 	7T
	16	 	JEFFERY, DAVID	 	E8ZA	 	7T
	17	 	KALMAN, DEAN A	 	E8ZA	 	7T
	18	 	KNIGHT, CLINTON	 	E8ZA	 	7T
	19	 	MACFARLAND,JEFFREY	 	E8ZA	 	7T
	20	 	MANGLONA, EFRAIN	 	E8ZA	 	7T
	21	 	MASSEY, TIMOTHY	 	E8ZA	 	7T
	22	 	MILLER, ROBERT V	 	E8ZA	 	7T
	23	 	MOORE, MATTIE P	 	E8ZA	 	7T
	24	 	NG, TIMOTHY C	 	E8ZA	 	7T
	25	 	POWELL, PAUL	 	E8ZA	 	7T
	26	 	TURNER, MARTY	 	E8ZA	 	7T
	27	 	FARRELL, JR JOHN F	 	PGCA	 	7T
	28	 	PATEL, RAMBHAI K	 	PGCA	 	7T
	
	 	 	 	 	 	 
	28	 	Total Regular IBM Employees	 	 




27






   Schedule 4.2. (a) (2)

SUMMARY OF 2002 BENEFITS—IBM and Adaptec  


This
is a comparison of the benefit programs currently in place at IBM and Adaptec. It is not intended to be an exhaustive list, but rather a summary of most of the benefits available at both
companies. If there is any difference between the information contained in this comparison and the official plan documents and policies, the official documents/policies will govern.
(February 11, 2002) 



	PLAN TYPES
 
	 	IBM
	 	Adaptec
	 	Comments

	INSURANCE

BENEFITS	 	 	 	 	 	 
	

PPO MEDICAL COVERAGE	
 	
United Healthcare IBM select



Office visits

PPO—$15 copay

Non-PPO—$300

deductible, then Plan pays 70%

In network hospitalization 90% covered

Out of pocket maximum

$2,500/$5,000



Prescriptions: Generic 20% up to $25

Brand 20% up to $50

Home delivery

Generic 20% up to $25

Brand 45% up to $100



Lifetime max in network unlimited, out of network 1 mil	
 	
United Healthcare Gold PPO



Office visits:

PPO—$5 copay

Non-PPO—$100

deductible, then Plan pays 80%

In network hospitalization 100% covered

Out of pocket maximum

$1,100/$2,300



Prescriptions: Generic $10,

Brand $20

Home delivery, 90 day supply

Generic $20, Brand $40



Lifetime max 2 mil


 United Healthcare Silver PPO

Office visits:

PPO—$10 copay

Non-PPO—$200

deductible, then 70%



Prescriptions: Generic $10 copay, Brand $20 copay

	
 	

Adaptec provides company credits (dollars) to use toward cost of benefits. Employee cost for Gold Plan ranges from about $15 per paycheck ($32.50 mo.) for employee only coverage to $59.21 per paycheck ($128.29 per month) for family coverage. This
includes the cost of vision coverage.



Employee contributions are taken on a pretax basis for both employers



IBM monthly contribution for medical only is $32 for employee only and $103 for family Adding vision, monthly is $40 for employee only and $129 for family
	

VISION	
 	

 	
 	
Vision Service Plan

Exam: no cost

Materials: $25 copay

Optional items cost more.	
 	

Coverage is included if enrolled in an Adaptec medical plan. IBM charges $8, $17 and $26



28





 

	

DENTAL COVERAGE	
 	
IBM Dental Plus

Deductible applies to Basic, Major, Ortho:

$50/person

$150/family



Preventive 100%

Basic 80% (90%PPO)

Major 50% (60%PPO)

Ortho 50% (60%PPO)

    (Children only)	
 	
Delta Dental Gold Plan (PPO)

Deductible applies to Basic, Major, Ortho:

$50/person

$150/family



Preventive 100%

Basic 80% (90%PPO)

Major 50% (60%PPO)

Ortho 50% (60%PPO)

    (Children only)


 Delta Dental Bronze Plan

Preventive 100%

No other coverage



$1500 max./yr.—both plans	
 	

Adaptec provides company credits to use toward cost of benefits. Employee cost for Gold Plan ranges from zero cost per paycheck for employee only coverage to $6.05 per paycheck ($13.11 per month) for family coverage.



IBM Dental Basic is similar to the Adaptec Bronze plan



IBM Dental Plus rates per month are $8 for employee only and $26 for family
	

TERM LIFE INSURANCE	
 	

2x annual salary company paid	
 	

2x annual salary (credits provided to pay the cost)



Additional coverage available up to 5x salary or $750K (paid by employee).	
 	

 
	

ACCIDENTAL DEATH & DISMEMBERMENT	
 	

2x annual salary company paid	
 	

2x annual salary (credits provided to pay the cost)



Additional coverage available up to 5x annual earnings or $750K (paid by employee)	
 	

 
	

DEPENDENT TERM LIFE INSURANCE	
 	

 	
 	

Employees may purchase from $2.5K to $50K for children and/or $5K to $100K for the spouse	
 	

 
	

SHORT TERM DISABILITY	
 	

Company pays 100% of salary for up to 52 weeks in a rolling 24 month period	
 	

7 day waiting period


 Optional Adaptec STD Plan:

1.1% of first $46,327 of calendar yr. wages. Tax-free benefit equals 60% of weekly pay up to $1,442	
 	

Adaptec pays 100% of pay during waiting period; and 10% of pay while on disability leave.
	

LONG TERM DISABILITY	
 	

662/3% of earnings, company paid, commences after sick and accident program runs out	
 	

26 wk. waiting period



Credits provided for coverage equal to 662/3% of earnings, maximum benefit is 12k per month	
 	

Adaptec employees can opt for a benefit equal to 50% of monthly pay
	

VOLUNTARY BENEFITS	
 	

Employees may purchase Universal Life up to 7x salary Employees may purchase three levels of Long Term Care	
 	

Adaptec will roll out a full supplemental benefit offering

by Fall 2002

Supplemental life and dependent life are currently available	
 	

 



29





 

	
OTHER INCOME PROTECTION	
 	

 	
 	

 	
 	

 
	

TRAVEL ACCIDENT INSURANCE	
 	

Company paid benefit 5x annual salary	
 	

Company paid $350,000 benefit	
 	

 
	

RETIREMENT	
 	
Cash balance Plan

In addition, IBM matches .50 per dollar on the first 6% of earnings on 401(k) plan.

IBM contributes 5% of pensionable earnings each year to the cash balance plan.

The company credits interest on a monthly basis at 1 year T bills plus 1%. Five years of service required.	
 	
401(k) Plan

Employee can contribute up to 25% of salary on a pre-tax basis up to $11 K.



Company match = $2 to every $1 employee contributes each pay period up to max annual match of $2,000. Possible additional match of $1500 at yr.-end based on company profitability.	
 	

Adaptec does not have a Retiree Medical Plan or Future Healthcare Account.

Adaptec does not have a Defined benefit or cash balance account



Both companies have immediate vesting of 401(k)-company match.
	

EMPLOYEE STOCK PURCHASE PROGRAM	
 	

Employees can contribute up to 10% of salary. Purchases are made twice per yr. Employees pay 85% of the lower of the enrollment date price or end of purchase period price.	
 	

Employees can contribute 3%-10% of salary. Purchases are made twice per yr. Employees pay 85% of the lower of a 2-year enrollment date price or end of purchase period price.

	
 	

Stock plans look similar. Adaptec has a 2 year price lock feature that is more attractive.
	
PAID TIME OFF	
 	

 	
 	

 	
 	

 
	

VACATION	
 	

0-4 yrs.     10 days

5-9             15 days

10-19        20 days

20+            25 days



No carry over available	
 	

0-2 yrs         12 days

3                    13 days

4                    14 days

5                    15 days

6                    16 days

7                    17 days

8                    18 days

9                    19 days

10+               20 days

Max. accrual = 320 hours.

Cash-out available (2x/yr.) for hours in excess of 120	
 	

Adaptec recognizes the employees original IBM hiredate for vacation accrual purposes. Age does not factor into Adaptec's vacation schedule



Carry over and cash out options are available with Adaptec
	

HOLIDAYS	
 	

12, 6 designate & 6 choice	
 	

13 designate by company	
 	

Employees will have an additional day but less choice. (Shut down over winter break.)
	

SABBATICAL	
 	

 	
 	

5 weeks paid time off after 5 years of service. May defer to 7th year and take 8 weeks.	
 	

Credit for sabbatical starts when hired by Adaptec.
	

PERSONAL ILLNESS	
 	

 	
 	

Wages continue for incidental illness/disability. For extended illness/ disability, wages continue for up to one wk., then STD begins after 7th day	
 	

Adaptec continues 10% of pay while on disability leave.



30





 

	

LEAVE OF ABSENCE	
 	

 	
 	

Adaptec allows up to 6 months of Medical Leave, see STD & Personal Illness


 FMLA—first 2 weeks paid at 60% of salary


 Personal Leave—up to 3 months, unpaid


 Military Leave—pay supplemented to full salary for reserve training and 6 months active duty	
 	

IBM allows up to three years of personal leave
	

BEREAVEMENT (paid)	
 	

 	
 	

5 days max./event	
 	

 
	

JURY DUTY	
 	

 	
 	

Salary is continued to end of service	
 	

 
	
OTHER BENEFITS	
 	

 	
 	

 	
 	

 
	

FLEXIBLE SPENDING ACCOUNTS	
 	

Health Care max. = $4.8K

Dependent Care max.=$5K	
 	

Health Care max. = $5K

Dependent Care max.=$5K	
 	

 
	

EMPLOYEE ASSISTANCE PROGRAM	
 	

8 free counseling sessions/yr./family member, then $15 co-pay per session with PPO provider	
 	

8 free counseling sessions/yr./family member, then $10 co-pay per session with PPO provider	
 	

 
	

EDUCATIONAL ASSISTANCE	
 	

100% of tuition & fees	
 	

100% of tuition, books and lab fees

up to $5K/yr.	
 	

We believe IBM does not have a maximum.
	

DEPENDENT CARE PROGRAMS	
 	

 	
 	

Adaptec provides a childcare, elder care and pet care referral service. Back up childcare available at subsidized rates.	
 	

 
	

SERVICE RECOGNITION	
 	

IBM recognizes 10 and 25 years	
 	

Adaptec recognizes each five year increment	
 	

Adaptec recognition is based on Adaptec hire date.
	

OTHER	
 	

Life planning account of $250 per year	
 	

 	
 	

No such account at Adaptec
	

PAYCHECKS	
 	

2x per month	
 	

Bi-weekly (Fridays)	
 	

 



31





 

	

SEVERANCE PAY

(for reduction in force actions)	
 	

 	
 	

Upon signing a Separation Agreement/General Release

Non-exempts and exempts through management level

• 2 months pay, plus 1 additional week of pay for each year of service > 3 years, maximum additional weeks of pay = 8 weeks

Directors

• 4 months pay, plus service credit noted above



Vice President

• 6 months pay, plus service credit noted above

Similar months of COBRA premium payments

Outplacement Services	
 	

 




32









QuickLinks



EXHIBIT 10.22