**Exhibit 10.1**

 

 

 

 

**ADAPTEC**

**2005 DEFERREDCOMPENSATION PLAN**

 

 

 

 

**(EffectiveJanuary 1, 2005)**

 

 

 

 

 

** **

**TABLE OF CONTENTS**

 
|                               |                                                      | Page |
|------------------------------------|-----------------------------------------------------------|------|
| 1.1                                | “Account”                                       | 1    |
| 1.2                                | “Adaptec”                                       | 2    |
| 1.3                                | “AIP”                                           | 2    |
| 1.4                                | “Additional  Contribution”                      | 2    |
| 1.5                                | “AIP  Deferral Amount”                          | 2    |
| 1.6                                | “Benchmark  Fund”                               | 2    |
| 1.7                                | “Beneficiary”                                   | 2    |
| 1.8                                | “Benefit  Distribution Election”                | 2    |
| 1.9                                | “Benefits”                                      | 2    |
| 1.10                               | “Board  of Directors” or “Board”      | 2    |
| 1.11                               | “Change  of Control”                            | 2    |
| 1.12                               | “Code”                                          | 2    |
| 1.13                               | “Deferred  Compensation Committee”              | 2    |
| 1.14                               | “Distribution  Date”                            | 3    |
| 1.15                               | “Effective  Date of Amended and Restated Plan”  | 3    |
| 1.16                               | “Election”                                      | 3    |
| 1.17                               | “Eligible  Employee”                            | 3    |
| 1.18                               | “Employer”                                      | 3    |
| 1.19                               | “Interest”                                      | 3    |
| 1.20                               | “Interest  Rate”                                | 3    |
| 1.21                               | “MIP”                                           | 3    |
| 1.22                               | “MIP  Deferral Amount “                         | 3    |
| 1.23                               | “Participant”                                   | 3    |
| 1.24                               | “Plan”                                          | 3    |
| 1.25                               | “Plan  Administrator”                           | 3    |
| 1.26                               | “Plan  Year”                                    | 3    |
| 1.27                               | “Retitrement  with the Consent of the Employer” | 3    |
| 1.28                               | “Salary”                                        | 4    |
| 1.29                               | “Salary  Deferral Amount”                       | 4    |
| 1.30                               | “Termination  Event”                            | 4    |
| 1.31                               | “Total  Disability”                             | 4    |
| 1.32                               | “Trust”                                         | 4    |
| 1.33                               | “Trust  Agreement”                              | 4    |
| 1.34                               | “Trustee”                                       | 4    |
| 1.35                               | “VIP”                                           | 4    |
| 1.36                               | “VIP  Deferral Amount”                          | 4    |
| ARTICLE II   ELIGIBILITY | 5                                                         |
| 2.1                                | Eligibility                                               | 5    |
| 2.2                                | Commencement  of Participation                            | 5    |
| 2.3                                | Cessation  of Participation                               | 5    |
| 2.4                                | Suspension  of Participation.                             | 5    |

 

 

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**TABLE OF CONTENTS**

**(continued)**
|                                                                     |                                                               | Page |
|--------------------------------------------------------------------------|--------------------------------------------------------------------|------|
| ARTICLE  III   DEFERRALS  AND CONTRIBUTIONS                    | 5                                                                  |
| 3.1                                                                      | Deferral Elections.                                                | 5    |
| 3.2                                                                      | Limitations on Deferrals                                           | 6    |
| 3.3                                                                      | Additional Contributions                                           | 7    |
| 3.4                                                                      | No Withdrawal                                                      | 7    |
| ARTICLE IV   ACCOUNTS                                          | 7                                                                  |
| 4.1                                                                      | Account                                                            | 7    |
| 4.2                                                                      | Interest  Credited to Accounts at Least Monthly                    | 7    |
| 4.3                                                                      | Determination  of Interest Rate                                    | 7    |
| ARTICLE V   BENEFITS                                           |                                                               |
| 5.1                                                                      | Distributions.                                                     | 8    |
| 5.2                                                                      | Methods  of Distribution.                                          | 9    |
| 5.3                                                                      | Financial  Hardship Withdrawal                                     | 10   |
| 5.4                                                                      | Limitation  on Distributions to Covered Employees                  | 10   |
| 5.5                                                                      | Tax  Withholding                                                   | 11   |
| ARTICLE VI   BENEFICIARIES                                     |                                                               |
| 6.1                                                                      | Designation  of Beneficiary                                        | 11   |
| 6.2                                                                      | No  Designated Beneficiary                                         | 11   |
| ARTICLE VII   TRUST  OBLIGATION TO PAY BENEFITS                |                                                               |
| 7.1                                                                      | Deferrals  Held in Trust                                           | 11   |
| 7.2                                                                      | Benefits  Paid From Trust                                          | 11   |
| 7.3                                                                      | Trustee  Investment Discretion                                     | 11   |
| 7.4                                                                      | No  Secured Interest                                               | 12   |
| ARTICLE VIII   PLAN  ADMINISTRATION, AMENDMENT AND TERMINATION |                                                               |
| 8.1                                                                      | Plan  Administration                                               | 12   |
| 8.2                                                                      | Decisions  of the Deferred Compensation Committee                  | 13   |
| 8.3                                                                      | Exclusive  Benefit                                                 | 13   |
| 8.4                                                                      | Plan  Amendment                                                    | 13   |
| 8.5                                                                      | Plan  Termination                                                  | 13   |
| 8.6                                                                      | Additional  Power and Responsibility Following a Change of Control | 13   |
| ARTICLE IX   MISCELLANEOUS                                     |                                                               |
| 9.1                                                                      | No  Assignment                                                     | 14   |
| 9.2                                                                      | Successors                                                         | 14   |
| 9.3                                                                      | No  Employment Agreement                                           | 14   |
| 9.4                                                                      | Attorneys’  Fees                                              | 14   |
| 9.5                                                                      | Arbitration                                                        | 14   |
| 9.6                                                                      | Governing  Law                                                     | 14   |
| 9.7                                                                      | Entire  Agreement                                                  | 14   |

** **

**ADAPTEC**

**2005 DEFERRED COMPENSATION PLAN**

**(Effective January 1, 2005)**

 

Adaptec, Inc. has adopted this deferred compensationplan, effective January 1, 2005, entitled the Adaptec 2005 DeferredCompensation Plan (the “Plan”).  Adaptecalso maintains another deferred compensation plan, entitled the AdaptecDeferred Compensation Plan, which was most recently amended and restated in itsentirety, effective July 21, 2004, and which was frozen effective December 31,2004.

The purpose of the Plan isto provide deferred compensation for a select group of management or highlycompensated employees of Adaptec and its subsidiaries.  The Plan is intended to be a nonqualifieddeferred compensation plan.  Accordingly,it is intended that the Plan be exempt from the requirements of Parts 2, 3 and 4of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)pursuant to Sections 201(2), 301(a)3) and 401(a)(1) of ERISA. This Plan isintended to meet the applicable requirements of the American Jobs ProtectionAct of 2004.

 

ARTICLE I

DEFINITIONS

 

Whenever used herein, the masculine pronoun shall bedeemed to include the feminine, and the singular to include the plural, unlessthe context clearly indicates otherwise, and the following definitions shallgovern the Plan:

## 1.1           “Account and Sub Account” “Account”means the book entry account established under the Plan for each Participant towhich the Participant’s Salary Deferral Amounts, AIP Deferral Amounts, VIPDeferral Amounts, MIP Deferral Amounts, any Additional Contributions made bythe Employer pursuant to Article III, and the Interest with respectthereto shall be credited.  Such Accountbalance shall be reduced by any distributions made to the Participant or theParticipant’s Beneficiary(ies) and any charges that may be imposed on suchAccount pursuant to the terms of the Plan.

In addition, a “Sub Account” may be established underthe Plan for each Participant who is (i) actively employed by the Employer, (ii)receiving distributions pursuant to a Benefit Distribution Election, and (iii)elects to make Salary deferrals and/or deferrals of amounts payable under theAIP, VIP and/or MIP to this Plan or is receiving Additional Contributions.  Such “Sub Account” shall be a book entryaccount established under the Plan for each such Participant to which theParticipant’s Salary Deferral Amounts, AIP Deferral Amounts, VIP DeferralAmounts, MIP Deferral Amounts, any Additional Contributions made by theEmployer pursuant to Article III, and the Interest with respect thereto shallbe credited.  Such Sub Account balanceshall separately be reduced by any distributions made to the Participant or the

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Participant’s Beneficiary(ies) and any charges thatmay be imposed on such Sub Account pursuant to the terms of the Plan.

Account and Sub Account may be referred to hereincollectively as “Accounts.”

## 1.2           “Adaptec” means Adaptec, Inc.,a Delaware corporation and any successor organization thereto.

## 1.3           “AIP”  means the Adaptec Incentive Plan, as amendedfrom time to time.

## 1.4           “Additional Contribution” meansan Additional Contribution, contributed by the Employer on behalf of aParticipant pursuant to Article III.

## 1.5           “AIP Deferral Amount” meansthe amount or percentage of bonus or incentive payments that an EligibleEmployee is entitled to under the AIP and elects to contribute to the Planpursuant to a valid Election form in accordance with the provisions of Article III.

## 1.6           “Benchmark Fund” means one ormore of the mutual funds or contracts selected by the Deferred CompensationCommittee pursuant to Section 4.3(a).

## 1.7           “Beneficiary” means one, some,or all (as the context shall require) of those persons, trusts or otherentities designated by a Participant to receive the undistributed portion ofhis/her Accounts following the Participant’s death.

## 1.8           “Benefit Distribution Election”means the form of election, as prescribed by the Plan Administrator and as maybe modified from time to time, upon which a Participant shall designate his/herDistribution Date.

## 1.9           “Benefits” means the amount(s)credited to Participant’s Accounts.

## 1.10         “Board of Directors” or “Board”means the Board of Directors of Adaptec.

## 1.11         “Change of Control” means (i) a “changein the ownership of a corporation” (ii) a “change in effective control of acorporation” or (iii) a “change in the ownership of a substantial portion of acorporations’ assets” as such terms are defined in guidance issued by theSecretary of the Treasury or Internal Revenue Service pursuant to Section885(e) of the American Jobs Creation Act of 2004, including, Notice 2005-1, SectionB, Q&As 11-14.

## 1.12         “Code” means the InternalRevenue Code of 1986, as amended.

## 1.13         “Deferred Compensation Committee”means the committee appointed by the Board which shall function as the PlanAdministrator and which shall be composed of the individuals serving theCompany in the following positions:

### (a)           ChiefExecutive Officer of Adaptec

### (b)           Thesenior executive of Adaptec responsible for Human Resources

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### (c)           Manager,Employee Benefits

## 1.14         “Distribution Date” means thedate on which distribution of a Participant’s Benefits is made or commencedpursuant to Article V.

## 1.15         “Effective Date” means January1, 2005.

## 1.16         “Election” means the form onwhich a Participant elects to make Salary deferrals and/or deferrals of amountspayable under the AIP, VIP and/or MIP to this Plan.  Such Election shall be in a form prescribedby the Plan Administrator as it may be modified from time to time.

## 1.17         “Eligible Employee” means anemployee of the Employer who is a member of a select group of management orhighly compensated employees as more particularly described in Article IIand who has been designated by the Plan Administrator, in the PlanAdministrator’s sole discretion, to be eligible to participate in the Plan andshall also include every non-employee member of the Board of Directors.

## 1.18         “Employer” means Adaptec or asubsidiary thereof that has adopted this Plan with the approval of Adaptec.

## 1.19          “Interest” means the investmentreturn or loss determined in accordance with Article IV, which shall becredited to the Participant’s Accounts.

## 1.20         “Interest Rate” shall have themeaning set forth in Section 4.3(c).

## 1.21         “MIP” means the ManagementIncentive Plan adopted by the Company in July 2004, as it may be amended fromtime to time.

## 1.22         “MIP Deferral Amount” means theamount or percentage of bonus or incentive payments that an Eligible Employeeis entitled to under the MIP and elects to contribute to the Plan pursuant to avalid Election form in accordance with the provisions of Article III.

## 1.23         “Participant” means an EligibleEmployee who has elected to participate in the Plan by executing an Electionform.  A Participant shall also mean anEligible Employee for whom Additional Contributions are made, regardless ofwhether such Eligible Employee has executed an Election form.

## 1.24         “Plan” means this Adaptec 2005 DeferredCompensation Plan, as it may be amended from time to time.

## 1.25         “Plan Administrator” means theDeferred Compensation Committee selected to administer this Plan and to takesuch other actions as may be specified herein.

## 1.26         “Plan Year” means the calendaryear.

## 1.27         “Retirement with the Consent of theEmployer” means a Participant’s voluntary termination of employment orceasing to serve as a non-employee member of the Board, if prior 

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## to thedate employment is terminated or Board membership ceases the Participantcompleted at least five years of service for the Employer, including servicefor any subsidiary or former subsidiary either as an Employee or member of theBoard.

## 1.28         “Salary”  means the base salary paid by the Employer,but shall not include any other form of compensation, whether taxable or non-taxable,including, but not limited to, bonuses, commissions, overtime, incentivepayments, non-monetary awards and other forms of additional compensation.  In the case of a Participant who is anon-employee member of the Board, “salary” shall mean all cash compensation forservice as a member of the Board.

## 1.29         “Salary Deferral Amount” meansthe Salary Deferral Amount which the Participant elects to contribute to thePlan pursuant to a valid Election form in accordance with the provisions of Article III.

## 1.30         “Termination Event” means thetermination of the Participant’s employment with the Employer or ceasing to bea member of the Board for any reason, including termination or cessation in theevent of Total Disability but not including the Participant’s Retirement withthe Consent of the Employer.

## 1.31         “Total Disability” a Participantshall be considered disabled if the Participant is, by reason of any medicallydeterminable physical or mental impairment which can be expected to result indeath or can be expected to last for a continuous period, of not less thantwelve (12) months, receiving income replacement benefits for a period of notless than three (3) months under an accident and health plan covering employeesof the Participant’s Employer.

## 1.32         “Trust” means the legal entitycreated by the Trust Agreement.

## 1.33         “Trust Agreement” means thattrust agreement entered into between Adaptec and Putnam Fiduciary TrustCompany, effective April 1, 2002, as amended effective January 1, 2005, asit may subsequently be amended from time to time.

## 1.34         “Trustee” means the originalTrustee(s) named in the Trust Agreement and any duly appointed successor(s)thereto.

## 1.35         “VIP” means the VariableIncentive Plan maintained by Adaptec, as it may be amended from time to time.

## 1.36         “VIP Deferral Amount” means the amountor percentage of bonus or incentive payments that an Eligible Employee isentitled to under the VIP and elects to contribute to the Plan pursuant to avalid Election form in accordance with the provisions of Article III.

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# ARTICLE II

# ELIGIBILITY

#  

## 2.1           Eligibility.  Eligibility for participation in the Planshall be limited to non-employee members of the Board and to key management orhighly compensated employees of the Employer who are selected by the PlanAdministrator, in its sole discretion, to participate in the Plan.  Individuals who are in this select groupshall be notified as to their eligibility to participate in the Plan.  For purposes of the Plan, the phrase “selectgroup of management or highly compensated employees” shall include thoseindividuals employed as directors and those individuals employed in positionsat a higher level, all as determined by the Plan Administrator.

## 2.2           Commencement of Participation. An Eligible Employee may beginparticipation in the Plan upon the Eligible Employee’s submission of a validElection form pursuant to Article III. In order to commence Salary deferrals and/or deferrals of amountspayable under the AIP, VIP and/or MIP, the Election form must be returned tothe Plan Administrator within thirty (30) days of the date an individual firstbecomes an Eligible Employee; otherwise the Election form must be returned tothe Plan Administrator in advance of the next subsequent Plan Year, inaccordance with rules and procedures established by the Plan Administrator.

## 2.3           Cessation of Participation.  Active participation in the Plan shall endwhen a Participant’s employment terminates for any reason.  No contributions to the Plan shall be madewith respect to compensation paid after such termination date.  Upon termination of employment, a Participantshall remain an inactive participant in the Plan until all of the Benefits towhich he or she is entitled under this Plan have been paid in full.

## 2.4           Suspension of Participation.  A Participant who is employed by a subsidiarywhich has not adopted the Plan shall be a suspended Participant.  No contributions to the Plan shall be made onbehalf of a suspended Participant. Except as otherwise provided in this Article II, a suspended Participantshall continue to participate in the Plan in accordance with its terms.

 

 

# ARTICLE III

# DEFERRALS ANDCONTRIBUTIONS

#  

## 3.1           Deferral Elections Generally.  Each Participant must complete a deferralElection in the form and manner specified by the Committee for each Plan Yearwith respect to which he or she wishes to defer all or part of his or herSalary or payment under the AIP, VIP and/or MIP.  The Salary Deferral Amount, AIP DeferralAmount, VIP Deferral Amount and/or MIP Deferral Amount shall not be paid to theParticipant, but shall be withheld and shall be credited to the Participant’sAccount or Sub Account (as appropriate). To be effective, each such deferral Election must satisfy the followingrules:

### (a)           Thedeferral Election form must be signed and dated by the Participant, specify thedeferral amount or percentage and comply with such other rules and proceduresestablished by the Plan Administrator.

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(i)            A Participant who is a non-employeemember of the Board may elect to reduce his or her Salary by 50% or 100% as setforth in a written Election filed with the Plan Administrator.

### (b)           Alldeferral Elections are irrevocable throughout the Plan Year for which they aremade.  An Election to stop deferrals orto change the Salary Deferral Amount, AIP Deferral Amount, VIP Deferral Amount and/orMIP Deferral Amount will take effect on the first day of the Plan Year that isat least 20 days (or such lesser number of days as the Plan Administrator mayspecify) after the date the new valid Election form is filed with the PlanAdministrator.  Notwithstanding theforegoing, in accordance with Notice 2005-1, a Participant may either terminateparticipation in the Plan or cancel an Election to defer Salary or paymentsunder the AIP, VIP, and/or MIP which are subject to Code Section 409A, providedsuch termination or cancellation is filed on or before December 20, 2005, inaccordance with the rules and procedures established by the Plan Administrator.  The amounts subject to any such terminationor cancellation shall be includible in income of the Participant in calendaryear 2005 or, if later, the Participant’s taxable year in which the amount isearned and vested (as defined in Notice 2005-1, Q&A 16).

### (c)           Thedeferral Election must generally be received by the Plan Administrator beforethe beginning of the Plan Year in which the Salary, AIP, VIP and/or MIP isearned; provided, however, in the case of a newly-eligible Eligible Employee,the deferral Election form (i) must be received by the Plan Administratorwithin thirty (30) days of the date on which the Eligible Employee becomeseligible, and (ii) will be effective with respect to Salary, AIP, VIPand/or MIP earned after the Election.

## 3.2           Limitations on Deferrals.  A Participant’s Salary, AIP, VIP, and/or MIPDeferral Amount shall be limited as follows:

### (a)           TheSalary Deferral Amount, AIP Deferral Amount, VIP Deferral, and/or MIP DeferralAmount elected by the Participant shall be reduced by the amount(s), if any,which may be necessary:

#### (i)            Tosatisfy all applicable income and employment tax withholding and FICAcontributions;

#### (ii)           Topay all contributions elected by the Participant pursuant to applicable Adaptechealth, welfare and fringe benefit programs; and

#### (iii)          Tosatisfy all garnishments or other amounts required to be withheld by applicablelaw or court order.

### (b)           Anywithholding or Salary deferral elections made under an Employer sponsored401(k) plan shall be determined based on the Participant’s compensation afterreduction for the Salary Deferral Amount, AIP Deferral Amount, VIP DeferralAmount, and/or MIP Deferral Amount contributed to this Plan.

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## 3.3           Additional Contributions.  Additional Contributions may be credited to aParticipant’s Account or Sub Account (as appropriate) in such amounts and atsuch times as the Employer may, in its sole discretion, determine andcommunicate to the Participant.  TheEmployer shall be under no obligation to continue to credit AdditionalContributions and may discontinue or change the amount or method of calculatingthe amount of such Additional Contributions at any time.

## 3.4           No Withdrawal.  Except as provided in Section 5.3 below,amounts credited to a Participant’s Accounts may not be withdrawn by aParticipant and shall be paid only in accordance with the provisions of thisPlan.

 

# ARTICLE IV

# ACCOUNTS

## 4.1           Account and/or Sub Account.  An Account shall be established andmaintained for each Participant.  TheParticipant’s Account shall be credited with the Participant’s Salary DeferralAmount, AIP Deferral Amount, VIP Deferral Amount, MIP Deferral Amount andAdditional Contributions, if any, made on behalf of each Participant.  The Participant’s Account shall be credited(debited) with the applicable Interest, as set forth in Section 4.2.  The Participant’s Account shall be reduced bydistributions therefrom and any charges which may be imposed on the Accountpursuant to the terms of the Plan.

## A “Sub Account” may be established under the Plan foreach Participant who is (i) actively employed by the Employer, (ii) receivingdistributions pursuant to a Benefit Distribution Election, and (iii) elects tomake Salary deferrals and/or deferrals of amounts payable under the AIP, VIPand/or MIP to this Plan or is receiving Additional Contributions.  The Participant’s Sub Account shall becredited (debited) with all applicable Interest, as set forth in Section4.2.  The Participant’s Sub Account shallseparately be reduced by any distributions therefrom and any charges that maybe imposed on such Sub Account pursuant to the terms of the Plan.

## 4.2           Interest Credited to Accounts atLeast Monthly.  Each Account or SubAccount (as appropriate) shall be credited (debited) monthly, or morefrequently as the Committee may specify, in an amount equal to the Account orSub Account (as appropriate) balance on the last day of the prior accountingperiod multiplied by the Interest Rate.

## 4.3           Determination of Interest Rate.

### (a)           TheDeferred Compensation Committee shall designate the particular funds orcontracts which shall constitute the Benchmark Funds, and may, in its solediscretion, change or add to the Benchmark Funds.

### (b)           EachParticipant may select among the Benchmark Funds and specify the manner inwhich his or her Accounts shall be deemed to be invested, solely for purposesof determining the Participant’s Interest Rate. The Deferred Compensation Committee shall establish and communicate therules, procedures and deadlines for making and changing 

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### BenchmarkFund selections.  The Employer shall haveno obligation to acquire investments corresponding to the Participant’sBenchmark Fund selections.

### (c)           TheInterest Rate is the investment return, net of administrative fees andinvestment management fees and other applicable fees or charges for a specifiedaccounting period, of the Benchmark Fund(s) designated by Participant and otherapplicable fees or charges.  The InterestRate may be negative if the applicable Benchmark Fund(s) sustained a lossduring the specified accounting period.

#  

# ARTICLE V

# BENEFITS

## 5.1           Distributions.

### (a)           Timingof Distribution.  The amountscredited to a Participant’s Account or Sub Account shall be paid (or paymentshall commence) within a reasonable time after:

#### (i)            Ifthe Participant is currently employed by the Employer the Benefit DistributionDate, as defined in Section 5.1(b), on which the Participant elected to receivea distribution of Benefits from his/her Account or Sub Account; or

#### (ii)           Ifthe Participant has retired with the Consent of the Employer, the BenefitDistribution Date, as defined in Article 5.1(b), on which the Participantelected to receive a distribution of Benefit, or, if no such BenefitDistribution Election is then in effect, six (6) months (or as soon asadministratively feasible thereafter) after the date of such Retirement withthe Consent of Employer; or

#### (iii)          Ifthe Participant has a Termination Event, six (6) months (or as soon asadministratively feasible thereafter) after the date of such Termination Event;

#### (iv)          Thedate of the death of the Participant;

#### (v)           AChange of Control Event.

### (b)           BenefitDistribution Date.

#### (i)            One-YearAdvance Election.  A Participant mayelect a Distribution Date by filing a Benefit Distribution Election form at thetime of the deferral Election form in such manner as the Plan Administrator shallspecify.  Such Benefit DistributionElection form shall specify a Distribution Date which shall be at least oneyear from the date the Benefit Distribution Election is delivered to the PlanAdministrator.  Except as otherwiseprovided in this Article V, the Benefit Distribution Election shall apply toall amounts credited to a Participant’s Account on the Distribution Datedesignated therein, or to such lesser dollar amount as may be specified in theBenefit Distribution Election form.  Aseparate Benefit Distribution Election form must be made with respect to anySub Account.  Except as otherwise 

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#### providedin this Article V, a Benefit Distribution Election made with respect to aParticipant’s Account shall not apply to the Participant’s Sub Account.

#### (ii)           Revocationor Amendment of Benefit Distribution Election.  A Participant may revoke and/or amend aBenefit Distribution Election previously made only in accordance with the rulesunder Code section 409(A).  Generally, asubsequent election pursuant to this Section 5.1(b)(ii):  (A) cannot take effect for twelve (12)months, (B) must occur at least twelve (12) months before the firstscheduled payment under a payment at a specified Distribution Date elected pursuantto Section 5.1(b)(i), and (C) must defer a previously elected DistributionDate at least five (5) additional years.

### (c)           TerminationEvent.  Notwithstanding any priorBenefit Distribution Election, if the Participant has a Termination Event otherthen a Retirement with the Consent of the Employer, distribution of theParticipant’s Accounts shall commence six (6) months (or as soon asadministratively feasible thereafter) after the Termination Event.

### (d)           Changeof Control Event.  In the event of aChange of Control, all Accounts shall be distributed as soon asadministratively feasible after the Change of Control.

## 5.2           Methods of Distribution.

### (a)           Methodof Distribution While Actively Employed or Following a Retirement with theConsent of the Company.  If adistribution of the Participant’s Benefits commences while he or she isactively employed by the Employer pursuant to the Participant’s BenefitDistribution Election or because the Participant’s termination of employmentsatisfies the requirements for Retirement with the Consent of the Company, thensuch Participant’s Accounts shall be paid in one of the following methodsspecified in his or her most recent valid Election form filed with the PlanAdministrator:

#### (i)            asingle lump sum payment;

#### (ii)           twopayments, on the dates and in the amounts specified in the Participant’sElection;

#### (iii)          intwenty (20) substantially equal quarterly payments; or

#### (iv)          inforty (40) substantially equal quarterly payments.

For purposes of thisprovision, substantially equal payments shall be determined by dividing theParticipant’s Account balance by the number of payments remaining.

### (b)           Methodof Distribution Following a Termination Event or Death.  If a distribution of Benefits is made onaccount of a Termination Event or the death of a Participant, the Participant’sAccounts shall be distributed in a lump sum payment.

### (c)           Methodof Distribution Following a Change of Control.  Generally, all Accounts shall be paid in alump sum payment following a Change of Control. Notwithstanding 

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### theforegoing, if a lump sum payment will result in an “excess parachute payment”,as that term is defined in the Code, the Plan Administrator, in its solediscretion, may determine that payment shall be made by some other method.

## 5.3           Financial Hardship Withdrawal.  With the consent of the Plan Administrator, aParticipant may withdraw up to one hundred percent (100%) of the amountcredited to his or her Accounts as may be required to meet a suddenunforeseeable financial emergency of the Participant in accordance with CodeSection 409A.  Such hardship distributionshall be subject to the following provisions.

### (a)           Thehardship withdrawal must be necessary to satisfy the unforeseeable emergencyand no more may be withdrawn from the Participant’s Accounts than is requiredto relieve the financial need after taking into account other resources thatare reasonably available to the Participant for this purpose.

### (b)           TheParticipant must certify that the financial need cannot be relieved:  (i) through reimbursement orcompensation by insurance or otherwise; (ii) by liquidation of theParticipant’s assets, to the extent such liquidation would not itself cause animmediate and heavy financial need; (iii) by discontinuing the Participant’s Salarydeferrals and deferrals of amounts payable under the AIP, VIP and MIP; or (iv)by borrowing from commercial sources on reasonable commercial terms.

### (c)           Anunforeseeable financial emergency is a severe financial hardship to Participantresulting from a sudden and unexpected illness or accident of Participant or ofa dependent of Participant (as defined in section 152(a) of the Code), loss ofParticipant’s property due to casualty, or other similar extraordinary andunforeseeable circumstances arising as a result of events beyond the control ofParticipant.  Neither the need to paytuition expenses on behalf of the Participant or the Participant’s spouse orchildren nor the desire to purchase a home shall be considered an unforeseeableemergency.

### (d)           ThePlan Administrator, in its sole discretion, shall determine if there is anunforeseeable financial emergency, if the Participant has other resources tosatisfy such emergency and the amount of the hardship withdrawal that isrequired to alleviate the Participant’s financial hardship.

### (e)           AParticipant shall be prohibited from making any further Salary deferrals ordeferrals of amounts payable under the AIP, VIP or MIP and the Employer shallnot make any Additional Contributions pursuant to the Plan for the remainder ofthe Plan Year in which a financial hardship withdrawal occurs.

## 5.4           Limitation on Distributions toCovered Employees.  Notwithstandingany other provision of this Article V, in the event that the Participant is a “coveredemployee” as defined in section 162(m)(3) of the Code, or would be a coveredemployee if the Benefits were distributed in accordance with his or her BenefitDistribution Election or hardship, the maximum amount which may be distributedfrom the Participant’s Accounts, in any Plan Year, shall not exceed one milliondollars ($1,000,000) less the amount of compensation paid to the Participant insuch Plan 

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## Yearwhich is not “performance-based” (as defined in Code section 162(m)(4)(C)),which amount shall be reasonably determined by the Plan Administrator at thetime of the proposed distribution. Any amount which is not distributed to theParticipant in a Plan Year as a result of this limitation shall be distributedto the Participant in the next Plan Year, subject to compliance with theforegoing limitation set forth in this Section 5.4.

## 5.5           Tax Withholding.  All payments under this Article V shallbe subject to all applicable withholding for state and federal income tax andto any other federal, state or local tax which may be applicable to suchpayments.

 

# ARTICLE VI

# BENEFICIARIES

## 6.1           Designation of Beneficiary.  The Participant shall have the right todesignate on such form as may be prescribed by the Plan Administrator, one ormore Beneficiaries to receive any Benefits due under Article V which mayremain unpaid on the date of the Participant’s death.  The Participant shall have the right at anytime to revoke such designation and to substitute one or more otherBeneficiaries in accordance with the rules and procedures established by thePlan Administrator.

## 6.2           No Designated Beneficiary.  If, upon the death of the Participant, thereis no valid Beneficiary designation, the Beneficiary shall be the Participant’ssurviving spouse.  In the event there isno surviving spouse, then the Participant’s Beneficiary shall be theParticipant’s estate.

 

# ARTICLE VII

# TRUSTOBLIGATION TO PAY BENEFITS

## 7.1           Deferrals Held in Trust.  An amount equal to the Salary DeferralAmount, AIP Deferral Amount, VIP Deferral Amount, MIP Deferral Amount andAdditional Contributions, if any, made by or on behalf of the Participant shallbe transferred to the Trustee within thirty (30) days after the applicable payperiod to be held pursuant to the terms of the Trust Agreement.

## 7.2           Benefits Paid From Trust.  All benefits payable to a Participanthereunder shall be paid by the Trustee to the extent of the assets held in theTrust by the Trustee, and by the Employer to the extent the assets in the Trustare insufficient to pay a Participant’s Benefits as provided under this Plan.

## 7.3           Trustee Investment Discretion.  The Benchmark Funds established pursuant toSection 4.3 shall be for the sole purpose of determining the Interest andneither the Trustee nor the Employer shall have any obligation to invest theParticipant’s Accounts in the deemed investment options or in any otherinvestment.

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## 7.4           No Secured Interest.  Participants and their Beneficiaries, heirs,successors and  assigns shall have nolegal or equitable rights, claims or interest in any specific property orassets of the Employer or the Trust.  Theassets of the Trust shall be subject to the claims of creditors of theEmployer.  The Employer’s obligationunder the Plan shall be merely that of an unfunded and unsecured promise of theEmployer and except as provided in the Trust Agreement, the Participant (or theParticipant’s Beneficiary) shall be a general unsecured creditor of theEmployer with respect to the payment of Benefits under this Plan.

 

# ARTICLE VIII

# PLANADMINISTRATION, AMENDMENT AND TERMINATION

## 8.1           Plan Administration.  As Plan Administrator, the DeferredCompensation Committee shall have complete control of the administration of thePlan herein set forth with all powers necessary to enable it properly to carryout its duties in that respect.  Not inlimitation, but in amplification of the foregoing, the Deferred CompensationCommittee shall have the power and authority to:

### (a)           Construethe Plan and to determine all questions that shall arise as to interpretationsof the Plan’s provisions, including determination of Eligible Employees,amounts of credits, allocation of assets, method of payment, and participationand benefits under the terms of the Plan;

### (b)           Establishreasonable rules and procedures which shall be applied in a uniform andnondiscriminatory manner with respect to Elections and Benefit DistributionElections;

### (c)           Establishthe rules and procedures by which the Plan will operate;

### (d)           Construeand interpret the Plan and Trust Agreement and adopt rules for Planadministration that are consistent with the terms of the Plan documents;

### (e)           Compileand maintain all records it determines to be necessary, appropriate orconvenient in connection with the administration of the Plan;

### (f)            Adoptamendments to the Plan document and/or the Trust Agreement which are deemednecessary or desirable to facilitate administration of the Plan and/or to bringthese documents into compliance with all applicable laws and regulations,provided that the Deferred Compensation Committee shall not have the authorityto adopt any Plan amendment that will result in increased Employercontributions or substantially increased administrative costs unless suchamendment is contingent upon ratification by the Board before becomingeffective;

### (g)           Employsuch persons or organizations to render service or perform services withrespect to the administrative responsibilities of the Deferred Compensation 

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Committee under the Planas the Deferred Compensation Committee determines to be necessary andappropriate, including but not limited to actuaries, attorneys, accountants,and benefit, financial and administrative consultants;

### (h)           Select,review and retain or change the Benchmark Funds used to determine the InterestRate; in its sole discretion, the Committee may delegate the power, authorityand responsibility set forth in this Section 8.1(h) to the InvestmentCommittee appointed pursuant to the Adaptec, Inc. Savings and Retirement Plan;

### (i)            Directthe investment of assets of the Trust; and

### (j)            Directthe Trustee and review the performance of the Trustee with respect the Trustee’sduties, responsibilities and obligations under the Plan and Trust Agreement.

## 8.2           Decisions of the DeferredCompensation Committee.  Decisions ofthe Deferred Compensation Committee made in good faith upon any matter withinthe scope of its authority shall be final, conclusive and binding upon allpersons, including Participants and their legal representatives orBeneficiaries.

## 8.3           Exclusive Benefit.  The Deferred Compensation Committee shallperform its duties under the Plan solely in the interest of the Participantsand their Beneficiaries.  Any discretiongranted to the Deferred Compensation Committee shall be exercised in accordancewith rules and policies established by the Deferred Compensation Committee.

## 8.4           Plan Amendment.  This Plan may be amended by Adaptec at anytime in its sole discretion upon an action of at least two-thirds (2/3) of themembers of the Deferred Compensation Committee; provided, however, that noamendment may be made which would alter the nature of a deferral Election orBenefit Distribution Election or which would reduce the amount credited to aParticipant’s Accounts on the date of such amendment; and provided further thatno amendment which would affect the Trustee’s obligation may be made withoutthe Trustee’s consent.

## 8.5           Plan Termination.  Adaptec, by action of its Board and with theapproval of two-thirds (2/3) of the members of the Deferred CompensationCommittee reserves the right to terminate the Plan in its entirety at any timeupon fifteen (15) days notice to the Participants.  If the Plan is terminated, all benefits shallbe paid as set forth in Sections 5.1 and/or 5.2.  Any amounts remaining in the Trust after allbenefits have been paid shall revert to the Employer.

## 8.6           Additional Power andResponsibility Following a Change of Control.  In the event of a Change of Control, the Planmay be amended and/or terminated only by a majority vote of the DeferredCompensation Committee.  Additionally,the successor to Adaptec shall have no right to dismiss any member of theDeferred Compensation Committee or add members to the Deferred CompensationCommittee without the express consent of a majority of the DeferredCompensation Committee members.  Suchlimitations on the rights of any successor corporation or business entity shalltake effect on the date of the Change of Control and shall remain in effect 

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for a period of twelve (12) months following the Change of Controlunless a majority of the members of the Deferred Compensation Committee agreesto withdraw these limitations earlier.

 

# ARTICLE IX

# MISCELLANEOUS

## 9.1           No Assignment.  The right of any Participant, anyBeneficiary, or any other person to the payment of any benefits under this Planshall not be assigned, transferred, pledged or encumbered.

## 9.2           Successors.  This Plan shall be binding upon and inure tothe benefit of the Employer, its successors and assigns and the Participant andhis or her heirs, executors, administrators and legal representatives.

## 9.3           No Employment Agreement.  Nothing contained herein shall be construedas conferring upon any Participant the right to continue in the employ of theEmployer as an employee.

## 9.4           Attorneys’ Fees.  If the Employer, the Participant, anyBeneficiary, the Trustee and/or a successor in interest to any of theforegoing, brings legal action to enforce any of the provisions of this Plan,the prevailing party in such legal action shall be reimbursed by the otherparty, the prevailing party’s costs of such legal action including, withoutlimitation, reasonable fees of attorneys, accountants and similar advisors andexpert witnesses.

## 9.5           Arbitration.  Any dispute or claim relating to or arisingout of this Plan shall be fully and finally resolved by binding arbitrationconducted by the American Arbitration Association in Alameda County,California.

## 9.6           Governing Law.  This Plan shall be construed in accordancewith and governed by the laws of the State of California.

## 9.7           Entire Agreement.  This Plan constitutes the entireunderstanding and agreement with respect to the subject matter containedherein, and there are no agreements, understandings, restrictions,representations or warranties among any Participant and the Employer other thanthose as set forth or provided for herein.

IN WITNESS WHEREOF, the undersigned certifies that theforegoing is the Adaptec 2005 Deferred Compensation Plan, effective as ofJanuary 1, 2005.
|                          | ADAPTEC, INC.                          |
|-------------------------------|----------------------------------------|
|                          |                                   |
|                          |                                   |
| Dated:  August  25, 2005 | By: /s/ Shirley B. Olerich             |
|                          | Title: Vice President, Human Resources |

 

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