CONFIDENTIAL
EXECUTION
VERSION 

AGREEMENT 

This Agreement (this
“Agreement”) is made and entered into as of September 23,
2016, by and among Quantum Corporation, a Delaware corporation (the
“Company”), and the entities and natural persons listed on
Exhibit A hereto and their respective Affiliates
(collectively, “VIEX”) (each of the
Company and VIEX, a “Party” to this Agreement,
and collectively, the “Parties”). 

1. Board Observer Appointments; 2016 Annual Meeting. 

(a) As of
the date of this Agreement, each of John Mutch and Raghavendra Rau (each, an
“Observer” is appointed as an observer to the Board of
Directors of the Company (the “Board”). Each Observer
will (i) receive copies of all notices and written information furnished to the
Board or any committee of the Board (a “Committee”), reasonably in
advance of each meeting to the extent practicable and in any event at the same
time as members of the Board or the applicable Committee, and (ii) be permitted
to be present and reasonably participate at all meetings of the Board and any
Committee (whether by telephone or in person). Notwithstanding the foregoing,
the Company shall be entitled to withhold any information and exclude each
Observer from any meeting, or the relevant portion thereof, at which (x)
directors are receiving or reviewing legal advice which is intended to be
attorney-client privileged (which privilege independent outside legal counsel in
its legal judgment does not believe can be maintained if the Observers
participate), including but not limited to legal advice regarding (I) their
fiduciary duties, or (II) pending, threatened or contemplated litigation,
arbitration, or legal disputes or (y) the subject under consideration involves a
dispute with any Observer, a dispute with VIEX, or an actual or threatened
contested proxy solicitation with respect to the election of directors of the
Company. The Company will use its reasonable best efforts to minimize the
frequency and duration of such exclusions. The Company agrees that if an
Observer (x) is unable or unwilling to serve as an observer, (y) resigns as an
Observer or (z) is removed as an Observer prior to the expiration of the
Standstill Period (as defined below) (in the case of this clause (z), other than
any termination of such Observer’s rights under Section 1(f)), VIEX shall have
the ability to identify a replacement observer who is reasonably acceptable to
the Company (such individual, a “Replacement Observer”) who
shall be an “Observer” for purposes of this Agreement. 

(b) The
Company is concurrently entering into an agreement (an “Observer Agreement”) with each Observer with respect to
confidentiality and certain other matters and will enter into an Observer
Agreement with any Replacement Observer. 

(c) VIEX
agrees that it will cause its Affiliates and Associates to comply with the terms
of this Agreement. As used in this Agreement, the terms “Affiliate” and
“Associate” shall have the respective meanings set forth in Rule 12b-2
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, or the rules or regulations promulgated
thereunder (the “Exchange
Act”) and shall include all
persons or entities that at any time during the term of this Agreement become
Affiliates or Associates of any person or entity referred to in this Agreement.








(d) The
Company shall use its reasonable best efforts to hold its next meeting of
stockholders of the Company with respect to the election of directors of the
Company on January 31, 2017 (the “Stockholder Meeting”) or
such other date as shall be mutually agreed by the Parties. 

(e) 

(i) The Company agrees that to the extent VIEX engages
in any solicitation of proxies or consents or becomes a “participant” in a
“solicitation” (as such terms are defined in Regulation 14A under the Exchange
Act) of proxies or consents, in each case, with respect to securities of the
Company, in connection with the Stockholder Meeting (a “Proxy Solicitation”), the Company will not, and will ensure that its
agents, subsidiaries, affiliates, successors, assigns, officers, key employees,
directors and nominees will not, directly or indirectly, use (x) any information
gained from or provided by an Observer through the exercise of such Observer’s
rights under paragraph (a) of this Section 1 or (y) the fact that such Observer
served as an Observer under this Agreement, against an Observer, VIEX or any
VIEX nominee in connection with a Proxy Solicitation. 

(ii) VIEX agrees that to the extent VIEX engages in any
solicitation of proxies or consents or becomes a “participant” in a
Proxy Solicitation, VIEX will not, and will ensure that its agents,
subsidiaries, affiliates, successors, assigns, officers, key employees,
directors and nominees will not, directly or indirectly, use (x) any information
gained from or provided by the Company through the exercise of any Observer’s
rights under paragraph (a) of this Section 1 or (y) the fact that such Observer
served as an Observer under this Agreement, against the Company or its nominees
in connection with a Proxy Solicitation. 

(f) The
rights of the Observers under paragraph (a) of this Section 1 shall terminate on
the earliest of (i) unless such date is extended by mutual agreement of the
Parties, the conclusion of the Standstill Period (as defined below); (ii) a
material breach by VIEX of this Agreement; provided that prior to any
termination under this clause (ii) the Company shall deliver written notice to
VIEX describing in reasonable detail the alleged material breach and the
intention of the Company to terminate the Observers’ rights; and provided further that VIEX and the Company will negotiate in good faith for not
less than 24 hours after VIEX’s receipt of such notice to resolve any
differences before the Company takes action to terminate the Observers’ rights
(it being understood that any such termination is without prejudice to the right
of VIEX to assert that any such termination constitutes a breach of this
Agreement); and (iii) VIEX ceasing to be the “beneficial owner” (within the meaning of the rules and regulations
under the Exchange Act) of, in the aggregate, at least five percent (5%) of the
then outstanding shares of common stock of the Company (the “Common Stock”) as a result of sales or other dispositions by
VIEX. 

2. Standstill Provisions.


(a) VIEX
agrees that, during the Standstill Period, neither it nor any of its Affiliates
or Associates under its control or direction will, and it will cause each of
such Affiliates and Associates not to, directly or indirectly, in any manner:


2 







(i) engage in any solicitation of proxies or consents
or become a “participant” in a “solicitation” as such terms are defined in
Regulation 14A under the Exchange Act of proxies or consents, in each case, with
respect to securities of the Company; 

(ii) form, join or in any way participate in any
“group” (within the meaning of Section 13(d)(3) of the Exchange Act) with
respect to the Common Stock, other than a “group” that includes all or some of
the persons or entities identified on Exhibit A, but does not
include any other persons or entities not identified on Exhibit A as of the date hereof; 

(iii) deposit any Common Stock in any voting trust or
subject any Common Stock to any arrangement or agreement with respect to the
voting of any Common Stock, other than any such voting trust, arrangement or
agreement solely among the members of VIEX and otherwise in accordance with this
Agreement; 

(iv) seek, alone or in concert with others,
representation on the Board, or take any other action with respect to the
election or removal of any director of the Company or the calling of any meeting
or referendum of stockholders or the taking of any action by written consent;


(v) (A) make any proposal for consideration by
stockholders at any annual or special meeting of stockholders of the Company, or
(B) make any offer or proposal (with or without conditions and whether public or
private), with respect to any merger, acquisition, recapitalization,
restructuring, disposition or other business combination involving the Company
or any of its Affiliates; 

(vi) commence or threaten any action or proceeding
(other than any action or proceeding to enforce the terms of this Agreement)
against the Company or any of its Affiliates or make any demand for access to
books and records of the Company or any of its Affiliates; 

(vii) make any request or submit any proposal seeking to
amend or waive any of the terms of this Agreement; or 

(viii) advise, encourage, support or influence, or seek
to advise, encourage, support or influence, any person or entity with respect to
the taking of any action or the making of any statement by any person or entity
of the types enumerated in clauses (i) through (vii). 

(b) For
the purposes of this Agreement, “Standstill Period” shall
mean the period commencing upon the execution and delivery of this Agreement and
ending at the earliest of (i) 12:00 a.m., Pacific time, on December 1, 2016
(unless such date is extended by mutual agreement of the Parties hereto); (ii)
public disclosure by the Company or public acknowledgement by the Company of an
extraordinary corporate transaction; (iii) a material breach by the Company of
this Agreement; provided that prior to any termination under this clause (iii)
VIEX shall deliver written notice to the Company describing in reasonable detail
the alleged material breach and the intention of VIEX to terminate the
Standstill Period; and provided further that VIEX and the Company will negotiate in
good faith for not less than 24 hours after the Company’s receipt of such notice
to resolve any differences before VIEX takes action to terminate the Standstill
Period (it being understood that any such termination is without prejudice to
the right of the Company to assert that any such termination constitutes a
breach of this Agreement); and (iv) termination or frustration of the rights of
the Observers under paragraph (a) of Section 1 of this Agreement (other than any
termination of such Observer’s rights under Section 1(f)). 

3 







(c) Notwithstanding the foregoing, nothing in this Agreement shall prohibit
or restrict VIEX from: (A) communicating privately with the Board or any of the
Company’s officers regarding any matter in a manner that does not otherwise
violate this Section 2, so long as such communications are not intended to, and
would not reasonably be expected to, require any public disclosure of such
communications, (B) communicating privately with stockholders of the Company and
others in a manner that does not otherwise violate this Section 2, so long as
such communications are not intended to, and would not reasonably be expected
to, require any public disclosure of such communications, (C) taking any action
necessary to comply with any law, rule or regulation or any action required by
any governmental or regulatory authority or stock exchange that has, or may
have, jurisdiction over VIEX or any of its respective Affiliates or Associates
in a manner that does not otherwise violate this Section 2, including responding
to the questions and comments of the U.S. Securities and Exchange Commission
(“SEC”) in connection with any Proxy Statement, (D) communicating with its
investors in quarterly or annual letters provided such communications are
subject to standard confidentiality obligations, (E) trading freely in the
securities and derivatives of the Company during the Standstill Period, and/or
(F) filing a preliminary proxy statement with the SEC for the election of
directors at any time after the company does the same. 

3. Representations and Warranties of the Company. 

The Company represents and
warrants to VIEX that (a) the Company has the corporate power and authority to
execute this Agreement and to bind it thereto, (b) this Agreement has been duly
and validly authorized, executed and delivered by the Company, constitutes a
valid and binding obligation and agreement of the Company, and is enforceable
against the Company in accordance with its terms, except as enforcement thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or similar laws generally affecting the rights of
creditors and subject to general equity principles, and (c) the execution,
delivery and performance of this Agreement by the Company does not and will not
violate or conflict with (i) any law, rule, regulation, order, judgment or
decree applicable to the Company, or (ii) result in any breach or violation of
or constitute a default (or an event which with notice or lapse of time or both
could constitute such a breach, violation or default) under or pursuant to, or
result in the loss of a material benefit under, or give any right of
termination, amendment, acceleration or cancellation of, any organizational
document, agreement, contract, commitment, understanding, or arrangement to
which the Company is a party or by which it is bound. 

4 







4. Representations and Warranties of VIEX. 

VIEX represents and
warrants to the Company that (a) the authorized signatory of VIEX set forth on
the signature page hereto has the power and authority to execute this Agreement
and any other documents or agreements to be entered into in connection with this
Agreement and to bind it thereto, (b) this Agreement has been duly authorized,
executed and delivered by VIEX, and is a valid and binding obligation of VIEX,
enforceable against VIEX in accordance with its terms, except as enforcement
thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or similar laws generally affecting the rights
of creditors and subject to general equity principles, (c) the execution of this
Agreement, the consummation of any of the transactions contemplated hereby, and
the fulfillment of the terms hereof, in each case in accordance with the terms
hereof, will not conflict with, or result in a breach or violation of the
organizational documents of VIEX as currently in effect, (d) the execution,
delivery and performance of this Agreement by VIEX does not and will not violate
or conflict with (i) any law, rule, regulation, order, judgment or decree
applicable to VIEX, or (ii) result in any breach or violation of or constitute a
default (or an event which with notice or lapse of time or both could constitute
such a breach, violation or default) under or pursuant to, or result in the loss
of a material benefit under, or give any right of termination, amendment,
acceleration or cancellation of, any organizational document, agreement,
contract, commitment, understanding or arrangement to which such member is a
party or by which it is bound, (e) as of the date of this Agreement, (i) VIEX is
deemed to beneficially own in the aggregate 29,531,722 shares of Common Stock,
and (ii) VIEX does not currently have, and does not currently have any right to
acquire, any interest in any other securities of the Company (or any rights,
options or other securities convertible into or exercisable or exchangeable
(whether or not convertible, exercisable or exchangeable immediately or only
after the passage of time or the occurrence of a specified event) for such
securities or any obligations measured by the price or value of any securities
of the Company or any of its Affiliates, including any swaps or other derivative
arrangements designed to produce economic benefits and risks that correspond to
the ownership of Common Stock, whether or not any of the foregoing would give
rise to beneficial ownership (as determined under Rule 13d-3 promulgated under
the Exchange Act), and whether or not to be settled by delivery of Common Stock,
payment of cash or by other consideration, and without regard to any short
position under any such contract or arrangement), and (f) VIEX has not, directly
or indirectly, compensated or agreed to, and will not, compensate any Observer
for his service as an observer to the Board of the Company with any cash,
securities (including any rights or options convertible into or exercisable for
or exchangeable into securities or any profit sharing agreement or arrangement),
or other form of compensation directly or indirectly related to the Company or
its securities, other than cash compensation, if any, which compensation has
been previously disclosed to the Company and has been paid in full on or prior
to the date hereof or will be paid in full reasonably promptly following the
date hereof, provided, that the nomination by VIEX of any Observer to any other
company board shall not constitute a breach of the terms of this Agreement.


5. Public Announcements.


Promptly following the
execution of this Agreement, the Company shall file with the SEC a Current
Report on Form 8-K (the “8-K”) in the form attached
hereto as Exhibit B and VIEX shall file with the SEC an amendment to its
Schedule 13D (the “13D”) in the form attached hereto as Exhibit C. Neither the
Company nor VIEX shall otherwise issue any press release or other public
statement regarding this Agreement without the prior written consent of the
other Party, other than the filing by VIEX of the 13D that is consistent with
the terms of this Agreement and (b) the filing by the Company of the 8-K that is
consistent with the terms of this Agreement. During the Standstill Period,
neither the Company nor VIEX shall make any public announcement or statement
that is inconsistent with or contrary to the statements made in the 8-K, except
as required by law, regulation, regulator or the rules of any stock exchange or
with the prior written consent of the other Party. 

5 







6. Specific Performance.


Each of VIEX, on the one
hand, and the Company, on the other hand, acknowledges and agrees that
irreparable injury to the other Party hereto could occur in the event any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached and that such injury may not be
adequately compensable by the remedies available at law (including the payment
of money damages). It is accordingly agreed that VIEX, on the one hand, and the
Company, on the other hand (the “Moving Party”), shall each
be entitled to seek specific enforcement of, and injunctive relief to prevent
any violation of, the terms hereof without the necessity of posting bond or
other security. This Section 6 is not the exclusive remedy for any violation of
this Agreement. 

7. Expenses. 

The Company shall within
five days following the execution and delivery of this Agreement pay VIEX an
amount equal to one hundred thirty seven thousand dollars ($137,000), which may
be used for its out-of-pocket fees and expenses (including legal expenses)
incurred in connection with the matters related hereto. 

8. Severability. 

If any term, provision,
covenant or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated. It is
hereby stipulated and declared to be the intention of the Parties that the
Parties would have executed the remaining terms, provisions, covenants and
restrictions without including any of such which may be hereafter declared
invalid, void or unenforceable. In addition, the Parties agree to use their best
efforts to agree upon and substitute a valid and enforceable term, provision,
covenant or restriction for any of such that is held invalid, void or
enforceable by a court of competent jurisdiction. 

9. Notices. 

Any notices, consents,
determinations, waivers or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by e-mail to the e-mail address for a Party set forth below;
and (iii) one business day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the Party to receive the
same. The addresses for such communications shall be:

6 








	If to the
      Company:
	 
	Quantum
      Corporation
	224 Airport
      Parkway, Suite 300
	San Jose,
      California 95110
	Attention: Shawn
      Hall
	E-mail:
      Shawn.Hall@quantum.com
	 
	with a copy
      (which shall not constitute notice) to:
	 
	Fried, Frank,
      Harris, Shriver & Jacobson LLP
	One New York
      Plaza
	New York, New
      York 10004
	Attention: Warren
      S. de Wied, Esq.
	E-mail:
      warren.dewied@friedfrank.com
	 
	If to VIEX or any
      member thereof:
	 
	VIEX Capital
      Advisors, LLC
	825 Third Avenue,
      33rd Floor
	New York, New
      York 10022
	Attention: Eric
      Singer
	E-mail:
      singer@viexcapital.com
	 
	with a copy
      (which shall not constitute notice) to:
	Kleinberg,
      Kaplan, Wolff & Cohen, P.C.
	551 Fifth Avenue,
      New York, New York 10176
	New York, New
      York 10176
	Attention:
      Christopher P. Davis, Esq.
	E-mail:
      cpdavis@kkwc.com




10. Applicable Law.


This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Delaware without reference to the conflict of laws principles thereof. Each
of the Parties hereto irrevocably agrees that any legal action or proceeding
with respect to this Agreement and the rights and obligations arising hereunder,
or for recognition and enforcement of any judgment in respect of this Agreement
and the rights and obligations arising hereunder brought by the other Party
hereto or its successors or assigns, shall be brought and determined exclusively
in the Delaware Court of Chancery and any state appellate court therefrom within
the State of Delaware (or, if the Delaware Court of Chancery declines to accept
jurisdiction over a particular matter, any state or federal court within the
State of Delaware). Each of the Parties hereto hereby irrevocably submits, with
regard to any such action or proceeding for itself and in respect of its
property, generally and unconditionally, to the personal jurisdiction of the
aforesaid courts and agrees that it will not bring any action relating to this
Agreement in any court other than the aforesaid courts. Each of the Parties
hereto hereby irrevocably waives, and agrees not to assert in any action or
proceeding with respect to this Agreement, (i) any claim that it is not
personally subject to the jurisdiction of the above-named courts for any reason,
(ii) any claim that it or its property is exempt or immune from jurisdiction of
any such court or from any legal process commenced in such courts (whether
through service of notice, attachment prior to judgment, attachment in aid of
execution of judgment, execution of judgment or otherwise) and (iii) to the
fullest extent permitted by applicable legal requirements, any claim that (A)
the suit, action or proceeding in such court is brought in an inconvenient
forum, (B) the venue of such suit, action or proceeding is improper or (C) this
Agreement, or the subject matter hereof, may not be enforced in or by such
courts. Each of the Parties irrevocably agrees to expedited adjudication, by the
courts specified in this Section 10, of any dispute regarding the interpretation
or enforcement of this Agreement. 

7 







11. Counterparts. 

This Agreement may be
executed in two or more counterparts, each of which shall be considered one and
the same agreement and shall become effective when counterparts have been signed
by each of the Parties and delivered to the other Party (including by means of
electronic delivery or facsimile). 

12. Entire Agreement; Amendment and Waiver; Successors and Assigns; Third
Party Beneficiaries. 

This Agreement and the
understanding regarding business plan objectives referred to herein constitute
the entire understanding of the Parties hereto with respect to its subject
matter. There are no restrictions, agreements, promises, representations,
warranties, covenants or undertakings between the Parties other than as set
forth in the preceding sentence. No modifications of this Agreement can be made
except in writing signed by an authorized representative of each the Company and
VIEX, except that the signature of an authorized representative of the Company
will not be required to permit an Affiliate of VIEX to agree to be listed on
Exhibit A and be bound by the terms and conditions of this
Agreement. No failure on the part of any party to exercise, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of such right, power or remedy
by such party preclude any other or further exercise thereof or the exercise of
any other right, power or remedy. All remedies hereunder are cumulative and are
not exclusive of any other remedies provided by law. The terms and conditions of
this Agreement shall be binding upon, inure to the benefit of, and be
enforceable by the Parties hereto and their respective successors, heirs,
executors, legal representatives, and permitted assigns. No party shall assign
this Agreement or any rights or obligations hereunder without, with respect to
any member of VIEX, the prior written consent of the Company, and with respect
to the Company, the prior written consent of VIEX. This Agreement is solely for
the benefit of the Parties hereto and is not enforceable by any other persons or
entities. 

13. Mutual Non-Disparagement.


Subject to applicable law,
each of the Parties covenants and agrees that, during the Standstill Period, or
if earlier, until such time as the other Party or any of its agents,
subsidiaries, affiliates, successors, assigns, officers, employees or directors
shall have breached this Section, neither it nor any of its respective agents,
subsidiaries, affiliates, successors, assigns, officers, employees or directors
shall disparage, defame or slander the other Parties or such other Parties’
subsidiaries, affiliates, successors, assigns, officers (including any current
officer of a Party or a Parties’ subsidiaries who no longer serves in such
capacity following the execution of this Agreement), directors (including any
current director of a Party or a Parties’ subsidiaries who no longer serves in
such capacity following the execution of this Agreement), or employees.


[The remainder of this
page intentionally left blank]

8 







IN WITNESS WHEREOF, this
Agreement has been duly executed and delivered by the duly authorized
signatories of the Parties as of the date hereof. 


	Quantum
      Corporation
	 
	 
	By:    	/s/ Jon W. Gacek
		Name:     	Jon W.
      Gacek
		Title:	President and
      Chief Executive
			Officer
	 
	 
	VIEX
      Opportunities Fund, LP - Series One
	 
	By:	VIEX GP,
      LLC
		General
      Partner
	 
	By:	/s/ Eric Singer
		Name:	Eric
    Singer
		Title:	Managing
      Member
	 
	 
	VIEX
      Opportunities Fund, LP - Series Two
	 
	By:	VIEX GP,
      LLC
		General
      Partner
	 
	By:	/s/ Eric Singer
		Name:	Eric
    Singer
		Title:	Managing
      Member
	 
	 
	VIEX GP,
      LLC
	 
	By:	/s/ Eric Singer
		Name:	Eric
    Singer
		Title:	Managing
      Member



9







	VIEX Special
      Opportunities Fund III, LP
	 
	By:     	VIEX Special
      Opportunities GP III, LLC
		General
      Partner
	 
	By:	/s/ Eric Singer
		Name:     	Eric
    Singer
		Title:	Managing
      Member
	 
	 
	VIEX Special
      Opportunities GP III, LLC
	 
	By:	/s/ Eric Singer
		Name:	Eric
    Singer
		Title:	Managing
      Member
	 
	 
	VIEX Capital
      Advisors, LLC
	 
	By:	/s/ Eric Singer
		Name:	Eric
    Singer
		Title:	Managing
      Member
	 
	/s/ Eric Singer
	Eric Singer




[Signature Page to
Agreement]

10







EXHIBIT A 

VIEX 

	VIEX
      OPPORTUNITIES FUND, LP - SERIES ONE
	VIEX
      OPPORTUNITIES FUND, LP - SERIES TWO
	VIEX GP,
      LLC
	VIEX SPECIAL
      OPPORTUNITIES FUND III, LP
	VIEX SPECIAL
      OPPORTUNITIES GP III, LLC
	VIEX CAPITAL
      ADVISORS, LLC
	ERIC
    SINGER



Exhibit A-1 







EXHIBIT B 

8-K

 

 

 

 

 

Exhibit B-1 







EXHIBIT C 

13-D/A

 

 

 

 

 

Exhibit C-1