Quantum Corporation Supplemental Stock Option Plan



 Exhibit 10.4 
 QUANTUM CORPORATION 
 SUPPLEMENTAL STOCK OPTION PLAN 
 (As amended May 29, 2001) 
 1.
Purpose of the Plan. The purpose of the Quantum Corporation Supplemental Stock Option Plan is to enable Quantum Corporation to provide an incentive to eligible employees and consultants whose present and potential contributions
are important to the continued success of the Company, to afford these individuals the opportunity to acquire a proprietary interest in the Company, and to enable the Company to enlist and retain in its employment the best available talent for the
successful conduct of its business. It is intended that this purpose will be effected through the granting of Nonstatutory Stock Options and Stock Purchase Rights. 
 2. Definitions. As used herein, the following definitions shall apply: 
 (a)
“Administrator” means the Board or such of its Committees as shall be administering the Plan, in accordance with Section 5 of the Plan. 
 (b) “Applicable Laws” means all applicable law, including without limitation, the Code, Delaware General Corporation Law, and applicable federal and state securities laws. 
 (c) “Board” means the Board of Directors of the Company. 
 (d) “Code” means the Internal Revenue Code of 1986, as amended. 
 (e)
“Committee” means a Committee appointed by the Board in accordance with Section 5 of the Plan and constituted in accordance with Applicable Laws. 
 (f) “Company” means Quantum Corporation, a Delaware corporation. 
 (g)
“Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services and who is compensated for such services, provided that the term “Consultant” shall not include any
person who is also an Officer or Director. 
 (h) “Continuous Status as an Employee or Consultant” means that
the employment or consulting relationship is not interrupted or terminated by the Company, any Parent or Subsidiary, or where applicable, any entity affiliated with the Company. Continuous Status as an Employee or Consultant shall not be considered
interrupted in the case of: (i) any leave of absence approved by the Board, including sick leave, military leave, or any other personal leave; (ii) transfers between locations of the Company or between the Company, its Parent, its
Subsidiaries, or where applicable, affiliated or successor entities or (iii) notification of a reduction-in-force, such termination shall be considered to have occurred at the end of the Employee’s continuation period. 
 (i) “Director” means a member of the Board. 







 (j) “Disability” means total and permanent disability as defined in
Section 22(e)(3) of the Code. 
 (k) “Employee” means any person employed by the Company other than any person who is
an Officer or Director; including employees of any Parent, Subsidiary or, where applicable, entities affiliated with the Company. 
 (l)
“Fair Market Value” means, as of any date, the closing sales price of the Shares (or the closing bid, if no sales were reported) as quoted on the stock exchange with the greatest volume of trading in such Shares on the last market
trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable. 
 (m) “Nonstatutory Stock Option” means any Option that is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code. 
 (n) “Notice of Grant” means a written notice evidencing certain terms and conditions of an individual Option or Stock Purchase Right
grant. The Notice of Grant is part of the Option Agreement or Restricted Stock Purchase Agreement, as the case may be. 
 (o)
“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 
 (p) “Option” means a stock option granted pursuant to the Plan. 
 (q) “Option Agreement” means a written agreement between the Company and an Optionee evidencing the terms and conditions of an
individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. 
 (r)
“Optioned Stock” means the Shares subject to an Option or Stock Purchase Right. 
 (s) “Optionee”
means an Employee or Consultant who holds an outstanding Option or Stock Purchase Right. 
 (t) “Parent” means a
“parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code. 
 (u)
“Plan” means this Quantum Corporation Supplemental Stock Option Plan. 
 (v) “Restricted Stock” means
Shares subject to a Restricted Stock Purchase Agreement acquired pursuant to a grant of Stock Purchase Rights under Section 8 of the Plan. 
 (w) “Restricted Stock Purchase Agreement” means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to Restricted Stock purchased under a Stock Purchase Right. The
Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant. 







 (x) “Share” means a share of Common Stock of the Company as adjusted in accordance with
Section 10 of the Plan. 
 (y) “Stock Purchase Right” means the right to purchase Shares pursuant to Section 8 of
the Plan, as evidenced by a Notice of Grant. 
 (z) “Subsidiary” means a “subsidiary corporation,” whether now or
hereafter existing, as defined in Section 424(f) of the Code. 
 3. Eligibility. Nonstatutory Stock Options and Stock Purchase
Rights may be granted to Employees and Consultants. If otherwise eligible, an Employee or Consultant who has been granted an Option or Stock Purchase Right may be granted additional Options or Stock Purchase Rights. 
 4. Stock Subject to the Plan. Subject to the provisions of Section 10 of the Plan, the total number of Shares reserved
and available for issuance under the Plan is 12,909,767 Shares. 
 Subject to Section 10 of the Plan, if any Shares subject to an Option
or Stock Purchase Right cease to be subject to such Option or Stock Purchase Right (other than through exercise of the Option or Stock Purchase Right), or if any Option or Stock Purchase Right granted hereunder is forfeited, or any such award
otherwise terminates prior to the issuance of Shares to the Optionee, the Shares that were subject to such Option or Stock Purchase Right shall again be available for distribution in connection with future grants of Options and Stock Purchase Rights
under the Plan. Shares that have actually been issued under the Plan shall not be returned to the Plan and shall not become available for future distribution under the Plan except that if Shares are repurchased by the Company at their original
purchase price, such Shares shall become available for future grant under the Plan. 
 5. Administration. 
 (a) Administration. The Plan may be administrated by the Board or a Committee designated by the Board, and may be administered by different
Committees with respect to different groups of Employees and Consultants. 
 (b) Powers of the Administrator. Subject
to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion: 
 (i) to determine the Fair Market Value of the Shares, in accordance with Section 2(l) of the Plan; 
 (ii) to select the Consultants and Employees to whom Options or Stock Purchase Rights may be granted hereunder; 
 (iii) to determine whether and to what extent Options and Stock Purchase Rights or any combination thereof may be granted hereunder; 







 (iv) to determine the number of Shares to be covered by each Option or Stock Purchase Right granted
hereunder; 
 (v) to approve forms of agreement for use under the Plan; 
 (vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Option or Stock Purchase Right granted hereunder. Such
terms and conditions include, but are not limited to, the exercise price, the time or times when Options and Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option or Stock Purchase Right or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; 
 (vii) to construe and interpret the terms of the Plan; 
 (viii) to prescribe, amend and rescind rules and regulations relating to the Plan; 
 (ix) to determine
whether and under what circumstances an Option or Stock Purchase Right may be settled in cash instead of Shares or Shares instead of cash; 
 (x) to modify or amend each Option or Stock Purchase Right (subject to Section 12 of the Plan); 
 (xi) to authorize any
person to execute on behalf of the Company any instrument required to effect the grant of an Option or Stock Purchase Right previously granted by the Administrator; 
 (xii) to allow Optionees to satisfy withholding obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or Stock Purchase Right that number of Shares having a Fair
Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld is to be determined by the Board. All elections by an Optionee to have Shares withheld for this purpose shall be made in such form and under
such conditions as the Administrator may deem necessary or advisable; 
 (xiii) to determine the terms and restrictions applicable to
Options and Stock Purchase Rights; and 
 (xiv) to make all other determinations deemed necessary or advisable for administering the Plan.

 (c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations
shall be final and binding on all Optionees and any other holders of Options or Stock Purchase Rights. 







 6. Duration of the Plan. The Plan shall remain in effect until terminated by the Board under the
terms of the Plan. 
 7. Options. 
 (a) Options. The Administrator, in its discretion, may grant Options to eligible Consultants and Employees. Each Option shall be evidenced by a Notice of Grant, which shall be in such form and contain such provisions as the
Administrator shall from time to time deem appropriate. Without limiting the foregoing, the Administrator may at any time authorize the Company, with the consent of the respective recipients, to issue new Options in exchange for the surrender and
cancellation of outstanding Options. Option agreements shall contain the following terms and conditions: 
 (i) Exercise Price; Number of
Shares. The per share exercise price for the Shares issuable pursuant to an Option shall be such price as is determined by the Administrator. The Notice of Grant shall specify the number of Shares to which it pertains. 
 (ii) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will determine the terms and conditions to be
satisfied before Shares may be purchased, including the dates on which Shares subject to the Option may first be purchased. The Administrator may specify that an Option may not be exercised until the completion of the service period specified at the
time of grant. (Any such period is referred to herein as the “waiting period.”) At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised, which shall not be earlier than the end of
the waiting period, if any. 
 (iii) Form of Payment. The consideration to be paid for the Shares to be issued upon exercise of an
Option, including the method of payment, shall be determined by the Administrator and may consist entirely of: 
 (1) cash; 
 (2) check; 
 (3) promissory note;

 (4) other Shares which (A) in the case of Shares acquired upon exercise of an Option, have been owned by the Optionee for more than
six months on the date of surrender, (B) have a Fair Market Value on the date of surrender not greater than the aggregate exercise price of the Shares as to which said Option shall be exercised, and (C) are of the same class of stock as
the Shares to be purchased; 
 (5) delivery of a properly executed exercise notice together with such other documentation as the
Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the exercise price; 







 (6) any combination of the foregoing methods of payment; or 
 (7) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws. 
 (b) Buyout Provisions. The Administrator may at any time offer to buyout for a payment in cash, promissory note or Shares, an Option previously
granted, based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made. 
 (c) Method of Exercise. 
 (i) Procedure for Exercise; Rights as a Stockholder. Any Option
granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator and as shall be permissible under the terms of the Plan. 
 An Option may not be exercised for a fraction of a Share. 
 An Option shall be deemed to be exercised when
written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by
the Company. Full payment may, as authorized by the Administrator and permitted by the Option Agreement, consist of any consideration and method of payment allowable under subsection 7(a)(iii) of the Plan. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect
to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 10 of the
Plan. 
 Exercise of an Option in any manner shall result in a decrease in the number of Shares, which thereafter shall be available, both
for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. 
 (ii) Termination
of Employment or Consulting Relationship. In the event an Optionee’s Continuous Status as an Employee or Consultant terminates (other than by reason of becoming an Officer or Director and other than upon the Optionee’s death or
Disability), the Optionee may exercise his or her Option, but only within such period of time as is determined by the Administrator at the time of grant, and only to the extent that the Optionee was entitled to exercise it at the date of such
termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). To the extent that Optionee was not entitled to exercise an Option at the date of such termination, and to the extent that the
Optionee does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate. 







 (iii) Disability of Optionee. In the event an Optionee’s Continuous Status as an Employee or
Consultant terminates as a result of the Optionee’s Disability, the Optionee may exercise his or her Option, but only within twelve (12) months from the date of such termination, and only to the extent that the Optionee was entitled to
exercise it at the date of such termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). To the extent that Optionee was not entitled to exercise an Option at the date of such
termination, and to the extent that the Optionee does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate. 
 (iv) Death of Optionee. In the event of an Optionee’s death, the Optionee’s estate or a person who acquired the right to exercise the
deceased Optionee’s Option by bequest or inheritance may exercise the Option, but only within twelve (12) months following the date of death, and only to the extent that the Optionee was entitled to exercise it at the date of death (but in
no event later than the expiration of the term of such Option as set forth in the Option Agreement). To the extent that Optionee was not entitled to exercise an Option at the date of death, and to the extent that the Optionee’s estate or a
person who acquired the right to exercise such Option does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate. 
 (d) Other Provisions. Each Option granted under the Plan may contain such other terms, provisions and conditions not inconsistent with the Plan as
may be determined by the Administrator. 
 8. Stock Purchase Rights. 
 (a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing or electronically, by means of a Notice of Grant, of the terms,
conditions and restrictions related to the offer, including the number of Shares that the offeree shall be entitled to purchase, the price to be paid, and the time within which the offeree must accept such offer. In no event shall the purchase price
be less than the minimum price required to assure compliance with applicable state law. The offer shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator. 
 (b) Repurchase Option. Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase
option exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason (including death or Disability). The purchase price for Shares repurchased pursuant to the Restricted Stock Purchase
Agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at a rate determined by the Administrator. 







 (c) Other Provisions. The Restricted Stock Purchase Agreement shall contain such other terms,
provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. 
 (d) Rights
as a Shareholder. Once the Stock Purchase Right is exercised, the purchaser shall have the rights equivalent to those of a shareholder, and shall be a shareholder when his or her purchase is entered upon the records of the duly authorized
transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 10 of the Plan. 
 9. Non-Transferability of Options and Stock Purchase Rights. Unless determined otherwise by the Administrator, Options and Stock Purchase Rights
may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. If the
Administrator makes an Option or Stock Purchase Right transferable, such Option or Stock Purchase Right shall contain such additional terms and conditions, as the Administrator deems appropriate. 
 10. Adjustments Upon Changes in Capitalization, Dissolution, Merger, Asset Sale or Change of Control. 
 (a) Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of Shares covered by each outstanding
Option and Stock Purchase Right, and the number of Shares which have been authorized for issuance under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or which have been returned to the Plan upon cancellation or
expiration of an Option or Stock Purchase Right, as well as the price per Share covered by each such outstanding Option or Stock Purchase Right, shall be appropriately adjusted by the Board, in its discretion, for any increase or decrease in the
number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination, conversion or reclassification, or any other increase or decrease in the number of issued Shares. Such adjustment by the Board shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of Shares subject to an Option or Stock Purchase Right. 
 (b) Dissolution or Liquidation. In the
event of the proposed dissolution or liquidation of the Company, to the extent that an Option or Stock Purchase Right has not been previously exercised, it will terminate immediately prior to the consummation of such proposed action. The
Administrator may, in the exercise of its sole discretion in such instances, declare that any Option or Stock Purchase Right shall terminate as of a date fixed by the Administrator and give each Optionee the right to exercise his or her Option or
Stock Purchase Right as to all or any part of the Optioned Stock, including Shares as to which the Option or Stock Purchase Right would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option
applicable to any Shares purchased upon exercise of an Option or Stock Purchase Right shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. 







 (c) Merger or Asset Sale. In the event of a merger of the Company with or into another
corporation, or the sale of substantially all of the assets of the Company (except as otherwise provided for in Section 10(d) below), each outstanding Option or Stock Purchase Right shall be assumed or an equivalent Option or Stock Purchase
Right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation does not agree to assume the Option or Stock Purchase Right or to substitute an equivalent option or
right, the Administrator shall, in lieu of such assumption or substitution, provide for the Optionee to have the right to exercise the Option or Stock Purchase Right as to all or a portion of the Optioned Stock, including Shares as to which it would
not otherwise be exercisable. If the Administrator makes an Option or Stock Purchase Right exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Optionee that the Option or
Stock Purchase Right shall be exercisable for a period of fifteen (15) days from the date of such notice, and the Option or Stock Purchase Right will terminate upon the expiration of such period. For the purposes of this paragraph, the Option
or Stock Purchase Right shall be considered assumed if, immediately following the merger or sale of assets, the Option or Stock Purchase Right confers the right to purchase, for each Share of Optioned Stock subject to the Option or Stock Purchase
Right immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Shares for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale of
assets was not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation and the Optionee, provide for the consideration to be received upon the exercise of the Option or
Stock Purchase Right, for each Share of Optioned Stock subject to the Option or Stock Purchase Right, to be solely common stock of the successor corporation or its Parent equal in Fair Market Value to the per share consideration received by holders
of Shares in the merger or sale of assets. 
 11. Date of Grant. The date of grant of an Option or Stock Purchase Right shall be, for
all purposes, the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other later date as is determined by the Administrator. Notice of the determination shall be provided to each Optionee
within a reasonable time after the date of such grant. 
 12. Amendment and Termination of the Plan.

 (a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan. 
 (b) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the
rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. 







 13. Conditions Upon Issuance of Shares. 
 (a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option or Stock Purchase Right unless the exercise of such Option
or Stock Purchase Right and the issuance and delivery of such Shares shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules
and regulations promulgated thereunder, Applicable Laws, and the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted, and shall be further subject to the approval of counsel for the Company with
respect to such compliance. 
 (b) Investment Representations. As a condition to the exercise of an Option or Stock Purchase Right,
the Company may require the person exercising such Option or Stock Purchase Right to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a representation is required. 
 14. Liability of Company.

 (a) Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained. 
 15. Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.