Exhibit
10.3

QUANTUM CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

FOR NON-U.S. EMPLOYEES

Quantum
Corporation (the Company) hereby grants you, [NAME OF EMPLOYEE (the
Employee), the number of Restricted Stock Units under the Company's 2012
Long-Term Incentive Plan (the Plan) indicated below. Capitalized terms used
and not defined herein will have the meaning set forth in the Plan. Subject to
the provisions of Appendix A, any special terms and provisions for your country
set forth in Appendix B and of the Plan, the principal features of this award
are as follows:

Number of Restricted
      Stock Units:
    [NUMBER]Scheduled
      Vesting Dates:
    
    Number of
      Units:[DATE]
    
    [NUMBER][DATE]
    
    [NUMBER][DATE]
    
    [NUMBER][DATE]
    
    [NUMBER]


IMPORTANT:

By electronically accepting this award,
you agree that this award is subject to all of the terms and conditions
contained in Appendix A, Appendix B and the Plan. For example, important
additional information on vesting and forfeiture of the Restricted Stock Units
covered by this grant is contained in paragraphs 3 through 5 of Appendix A.
Also, your acceptance of this award means that you agree that the Company may
use and transfer your personal information as described in paragraph 15 of
Appendix A.PLEASE BE SURE TO READ ALL OF
APPENDIX A AND ANY PROVISIONS FOR YOUR COUNTRY SET FORTH IN APPENDIX B TO THIS
RESTRICTED STOCK UNIT AGREEMENT FOR NON-U.S. EMPLOYEES (THE AGREEMENT), WHICH,
TOGETHER, CONTAIN THE SPECIFIC TERMS AND CONDITIONS OF THIS
GRANT.

In addition, by accepting this award,
you agree to the following: This electronic
contract contains my electronic signature, which I have executed with the intent
to sign this Agreement. Please be sure to
retain a copy of your electronically signed Agreement; you may obtain a paper
copy at any time and at the Companys expense by requesting one from the
Companys Stock Administration Department (see paragraph 13 below).

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APPENDIX A - TERMS AND CONDITIONS OF
RESTRICTED STOCK UNIT GRANT

FOR NON-U.S. EMPLOYEES

1.Grant. The Company hereby grants to the Employee under the Plan the
number of Restricted Stock Units indicated on the first page of this Agreement,
subject to the terms and conditions set forth in the Agreement, this Appendix A,
any special terms and conditions for the Employees country set forth in
Appendix B and the Plan. When Shares are paid to the Employee in payment for the
Restricted Stock Units, par value will be deemed paid by the Employee for each
Restricted Stock Unit by past services rendered by the Employee and will be
subject to the appropriate tax withholdings.

2.Companys Obligation to Pay. On any
date, a Restricted Stock Unit has a value equal to the Fair Market Value of one
Share. Unless and until the Restricted Stock Units have vested in accordance
with the Vesting Schedule set forth on the first page of this Agreement, the
Employee will have no right to payment of the Restricted Stock Units. Prior to
actual payment of any vested Restricted Stock Units, Restricted Stock Units
represent an unsecured obligation of the Company, payable (if at all) only from
the general assets of the Company.

3.Vesting Schedule. Except as provided
in paragraph 4, and subject to paragraph 5, the Restricted Stock Units subject
to this grant will vest as to the number of Restricted Stock Units, and on the
dates shown, on the first page of this Agreement, but in each case, only if the
Employees status as a Service Provider has not been interrupted.

4.Administrator Discretion. The
Administrator, in its discretion, may accelerate the vesting of all or a portion
of the Restricted Stock Units at any time, subject to the terms of the Plan. If
so accelerated, such Restricted Stock Units will be considered as having been
earned (vested) as of the date specified by the Administrator. Notwithstanding
anything in the Plan or this Agreement to the contrary, if the vesting of the
balance, or some lesser portion of the balance, of the Restricted Stock Units is
accelerated in connection with the interruption of the Employees status as a
Service Provider (provided that such interruption is a separation from service
within the meaning of Section 409A), as determined by the Company), other than
due to death, and if (x) the Employee is a specified employee within the
meaning of Section 409A at the time of such interruption and (y) the payment of
such accelerated Restricted Stock Units will result in the imposition of
additional tax under Section 409A if paid to the Employee on or within the six
(6) month period following Employees separation from service (within the
meaning of Section 409A), then the payment of such accelerated Restricted Stock
Units will not be made until the date six (6) months and one (1) day following
the date of such separation, unless the Employee dies during such six (6) month
period, in which case, the Restricted Stock Units will be paid to the Employees
estate as soon as practicable following his or her death, subject to paragraph
8. It is the intent of this Agreement to comply with the requirements of Section
409A so that none of the Restricted Stock Units provided under this Agreement or
Shares issuable thereunder will be subject to the additional tax imposed under
Section 409A, and any ambiguities herein will be interpreted to so comply. The
Company and the Employee will cooperate diligently to amend the terms of this
Agreement to avoid the imposition of any taxes or penalties under Section 409A.
Notwithstanding the foregoing, under no circumstances will the Company be
responsible for any taxes, penalties, interest or other losses or expenses
incurred by the Employee due under Section 409A or any other law or regulation.
For purposes of this Agreement, Section 409A means Section 409A of the
Internal Revenue Code of 1986, as amended (the Code),
and any proposed, temporary or final Treasury Regulations and Internal Revenue
Service guidance thereunder, as each may be amended from time to time.

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5.Forfeiture. Notwithstanding any contrary provision of this Agreement,
the balance of theRestricted Stock Units that
have not vested pursuant to paragraphs 3 or 4 will be forfeited and cancelled
automatically on the first to occur of (a) the date the Employees status as a
Service Provider is interrupted or (b) the Termination Date set forth on the
first page of this Agreement.

6.Payment after Vesting. Subject to
paragraph 4, Restricted Stock Units that vest will be paid to the Employee (or
in the event of the Employees death, to his or her estate) in Shares (which may
be in electronic form) as soon as practicable following the date of vesting, but
in each such case no later than the date that is two-and-one-half months from
the end of the Companys tax year that includes the vesting date.
Notwithstanding the foregoing, and if permitted by the Administrator, the
Employee may elect to defer the payout of vested Restricted Stock Units by
properly completing and submitting a Restricted Stock Unit Deferral Election to
the Company in accordance with the directions on the Election form and such
rules and procedures as shall be determined by the Administrator in its sole
discretion, which rules and procedures shall comply with the requirements of
Section 409A, unless otherwise expressly determined by the
Administrator.

7.Death
of the Employee. Any distribution or delivery
to be made to the Employee under this Agreement will, if the Employee is then
deceased, be made to the administrator or executor of the Employees estate. Any
such transferee must furnish the Company with (a) written notice of his or her
status as transferee, and (b) evidence satisfactory to the Company to establish
the validity of the transfer and compliance with any laws or regulations
pertaining to said transfer.

8.Withholding of Taxes. Regardless of
any action the Company or the Employees employer (the Employer) takes with
respect to any or all income tax, social insurance, payroll tax, payment on
account or other tax-related items related to the Employees participation in
the Plan and legally applicable to the Employee (Tax-Related Items), the
Employee acknowledges that the ultimate liability for all Tax-Related Items is
and remains his or her responsibility and may exceed the amount to be withheld
by the Company or the Employer. The Employee further acknowledges that the
Company and/or the Employer (1) make no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with any aspect
of the Restricted Stock Units, including, but not limited to, the grant, vesting
or settlement of the Restricted Stock Units, the issuance of Shares upon
settlement of the Restricted Stock Units, the subsequent sale of Shares acquired
pursuant to such issuance and the receipt of any dividends; and (2) do not
commit to structure the terms of the grant or any aspect of the Restricted Stock
Units to reduce or eliminate the Employees liability for Tax-Related Items or
achieve any particular tax result. Further, if the Employee has become subject
to tax in more than one jurisdiction between the date of grant and the date of
any relevant taxable event, the Employee acknowledges that the Company and/or
the Employer (or former employer, as applicable) may be required to withhold or
account for Tax-Related Items in more than one jurisdiction.

If any tax withholding is required when Shares are issued as payment for
vested Restricted Stock Units or, in the discretion of the Company, at such
earlier time as the Tax Obligations (defined below) are due, the Company (or,
the employing Subsidiary), will withhold a portion of the Shares that has an
aggregate market value sufficient to pay all taxes and social insurance
liability and other requirements in connection with the Shares, including,
without limitation, (a) all federal, state and local income, employment and any
other applicable taxes that are required to be withheld by the Company or the employing Subsidiary, (b) the Employees and, to the
extent required by the Company (or the employing Subsidiary), the Companys (or
the employing Subsidiarys) fringe benefit tax liability, if any, associated
with the grant, vesting, or sale of the Restricted Stock Units awarded and the
Shares issued thereunder, and (c) all other taxes or social insurance
liabilities with respect to which the Employee has agreed to bear responsibility
(collectively, the Tax Obligations). The number of Shares withheld pursuant to
the prior sentence will be rounded up to the nearest whole Share, with no refund
provided in the U.S. for any value of the Shares withheld in excess of the Tax
Obligations as a result of such rounding. Notwithstanding the foregoing, the
Company, in its sole discretion, may require the Employee to make alternate
arrangements satisfactory to the Company for such Tax Obligations in advance of
the arising of any Tax Obligations.

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Notwithstanding any contrary provision of this Agreement, no Shares will
be issued unless and until satisfactory arrangements (as determined by the
Company) have been made by the Employee with respect to the payment of any Tax
Obligations that the Company determines must be withheld or collected with
respect to such Shares. In addition and to the maximum extent permitted by law,
the Company (or the employing Subsidiary) has the right to retain without notice
from any fees, salary or other amounts payable to the Employee, cash having a
sufficient value to satisfy any Tax Obligations that the Company determines
cannot be satisfied through the withholding of otherwise deliverable Shares or
that are due prior to the issuance of Shares under the Restricted Stock Units
award. All Tax Obligations related to the Restricted Stock Units award and any
Shares delivered in payment thereof are the sole responsibility of the Employee.

9.Rights as Stockholder. Neither the
Employee nor any person claiming under or through the Employee will have any of
the rights or privileges of a stockholder of the Company in respect of any
Shares deliverable hereunder unless and until certificates representing such
Shares have been issued, recorded on the records of the Company or its transfer
agents or registrars, and delivered to the Employee. Except as provided in
paragraph 12, after such issuance, recordation, and delivery, the Employee will
have all the rights of a stockholder of the Company with respect to voting such
Shares and receipt of dividends and distributions on such Shares.

10.Nature of Grant. In accepting the
grant, the Employee acknowledges that:

(a) the
Plan is established voluntarily by the Company, it is discretionary in nature
and it may be modified, amended, suspended or terminated by the Company at any
time;

(b) the
grant of the Restricted Stock Units is voluntary and occasional and does not
create any contractual or other right to receive future grants of Restricted
Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted
Stock Units have been granted repeatedly in the past;

(c) all
decisions with respect to future Restricted Stock Units grants, if any, will be
at the sole discretion of the Company;

(d) the
Employees participation in the Plan shall not create a right to further
employment with the Employer and shall not interfere with the ability of the
Employer to terminate the Employees employment relationship at any
time;

(e) the
Employee is voluntarily participating in the Plan;

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(f) the Restricted Stock Units and the Shares subject to the
Restricted Stock Units are an extraordinary item that does not constitute
compensation of any kind for services of any kind rendered to the Company or the
Employer, and which is outside the scope of the Employees employment contract,
if any;

(g) the
Restricted Stock Units and the Shares subject to the Restricted Stock Units are
not part of normal or expected compensation or salary for any purposes,
including, but not limited to, calculating any severance, resignation,
termination, redundancy, dismissal, end of service payments, bonuses,
long-service awards, pension or retirement or welfare benefits or similar
payments and in no event should be considered as compensation for, or relating
in any way to, past services for the Company, the Employer or any Subsidiary or
affiliate;

(h) the
Restricted Stock Unit grant and the Employees participation in the Plan will
not be interpreted to form an employment contract or relationship with the
Company or any Subsidiary or affiliate of the Company;

(i) the
future value of the underlying Shares is unknown and cannot be predicted with
certainty;

(j) in
consideration of the grant of the Restricted Stock Units, no claim or
entitlement to compensation or damages shall arise from forfeiture of the
Restricted Stock Units resulting from termination of the Employee's status as a
Service Provider (for any reason whatsoever and whether or not in breach of
local labor laws) and the Employee irrevocably releases the
Companyand
the Employer from any such claim that may arise; if, notwithstanding the
foregoing, any such claim is found by a court of competent jurisdiction to have
arisen, the Employee shall be deemed irrevocably to have waived his or her
entitlement to pursue such claim;

(k) in the
event of termination of the Employee's status as a Service Provider (whether or
not in breach of local labor laws), the Employees right to vest in the
Restricted Stock Units under the Plan, if any, will terminate effective as of
the date that the Employee is no longer actively employed and will not be
extended by any notice period mandated under local law (e.g., active employment
would not include a period of garden leave or similar period pursuant to local
law); the Administratorshall have the exclusive discretion to determine when the
Employee is no longer actively employed for purposes of the Restricted Stock
Unit grant; and

(l) neither
the Company, the Employer nor any Subsidiary or affiliate shall be liable for
any foreign exchange rate fluctuation between the Employees local currency and
the United States Dollar that may affect the value of the Restricted Stock Units
or of any amounts due to the Employee pursuant to the settlement of the
Restricted Stock Units or the subsequent sale of any Shares acquired upon
settlement

11.No
Advice Regarding Grant.

(a) the
Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding the Employees participation in the Plan,
or the Employees acquisition or sale of the underlying Shares; and

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(b) the Employee is hereby advised to consult with his or her
own personal tax, legal and financial advisors regarding his or her
participation in the Plan before taking any action related to the Plan.

12.Changes in Shares. In the event that as a result of a stock dividend, stock split,
reclassification, recapitalization, combination of Shares or the adjustment in
capital stock of the Company or otherwise, or as a result of a merger,
consolidation, spin-off or other reorganization, the Restricted Stock Units will
be increased, reduced or otherwise changed, and by virtue of any such change the
Employee will in his capacity as owner of unvested Restricted Stock Units which
have been awarded to him (the Prior Units) be entitled to new or additional or
different restricted stock units, cash, or securities (other than rights or
warrants to purchase securities), such new or additional or different restricted
stock units, cash, or securities will thereupon be considered to be unvested
Restricted Stock Units and will be subject to all of the conditions and
restrictions which were applicable to the Prior Units pursuant to this Agreement
and the Plan. If the Employee receives rights or warrants with respect to any
Prior Units, such rights or warrants may be held or exercised by the Employee,
provided that until such exercise any such rights or warrants and after such
exercise any shares or other securities acquired by the exercise of such rights
or warrants will be considered to be unvested Restricted Stock Units and will be
subject to all of the conditions and restrictions which were applicable to the
Prior Units pursuant to the Plan and this Agreement. The Administrator in its
absolute discretion at any time may accelerate the vesting of all or any portion
of such new or additional units, cash or securities, rights or warrants to
purchase securities or shares or other securities acquired by the exercise of
such rights or warrants.

13.Address for Notices. Any notice to be given to the Company under the terms of this Agreement
will be addressed to the Company, in care of the Companys Stock Administration
Department, at Quantum Corporation, 1650 Technology Drive, Suite 800, San Jose,
CA 95110, or at such other address as the Company may hereafter designate in
writing.

14.Grant is Not Transferable. Except to the limited extent provided in paragraph 7 above,
this grant and the rights and privileges conferred hereby will not be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and will not be subject to sale under execution, attachment
or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of this grant, or any right or privilege conferred hereby, or
upon any attempted sale under any execution, attachment or similar process, this
grant and the rights and privileges conferred hereby immediately will become
null and void.

15.Data Privacy Notice.All of Employees information that is described or referenced
in this Agreement and the Plan may be used by the Company and its Subsidiaries
and affiliates to administer and manage Employees participation in the Plan.
Employee understands that he or she may contact the Companys international
privacy officer if Employee needs to update or correct any of the information.
The Company will transfer this information to, and store this information in one
or several of its U.S. offices. In addition, if necessary to administer and
manage Employees participation in the Plan, the Company may transfer to, or
share this information with its Subsidiaries and affiliates and any third party
agents acting on the Companys behalf to provide services to Employee, or any
other third parties or governmental agencies, as required or permitted by law or
the Safe Harbor framework established by the U.S. Department of Commerce. In
particular, without limitation, the Company has engaged eTrade and any entity
controlled by, controlling, or under common control with eTrade (eTrades
affiliates; and together with eTrade collectively eTrade) to provide
brokerage services and to help administer the Companys stock plans. eTrade is
acting primarily as a data processing agent under the
Companys instructions and directions, but eTrade reserved the right to share
Employees information with eTrades affiliates. Except as provided in this
Section or as required or permitted by law or the Safe Harbor framework
established by the U.S. Department of Commerce, the Company will not disclose
Employees information outside the Company without Employees consent.

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Unless Employee notifies Company within 30 days of the grant
of the Restricted Stock Units the Company may use and transfer Employees
personal information as described in this paragraph 15, particularly as it
concerns transfers to eTrade. Employee understands that participation in the
Plan is entirely voluntary and that his or her denial of consent does not have
any adverse effects other than exclusion from the Plan.

16.Restrictions on Sale of Securities.
The Shares issued as payment for vested Restricted Stock Units under this
Agreement will be registered under U.S. federal securities laws and will be
freely tradable upon receipt. However, an Employees subsequent sale of the
Shares may be subject to any market blackout-period that may be imposed by the
Company and must comply with the Companys insider trading policies, and any
other applicable securities laws.

17.Binding Agreement. Subject to the
limitation on the transferability of this grant contained herein, this Agreement
will be binding upon and inure to the benefit of the heirs, legatees, legal
representatives, successors, and assigns of the parties hereto.

18.Additional Conditions to Issuance of Certificates for
Shares. The Company shall not be required to
issue any certificate or certificates (which may be in book entry form) for
Shares payable under this Agreement prior to fulfillment of all of the following
conditions: (a) the admission of such Shares to listing on all stock exchanges
on which such class of stock is then listed; (b) the completion of any
registration or other qualification of such Shares under any U.S. state or
federal law or under the rulings or regulations of the Securities and Exchange
Commission or any other governmental regulatory body, which the Administrator,
in its sole discretion, will have determined to be necessary or advisable; (c)
the obtaining of any approval or other clearance from any U.S. state or federal
governmental agency, which the Administrator, in its sole discretion, will have
determined to be necessary or advisable; and (d) the lapse of such reasonable
period of time following the vesting date of the Restricted Stock Units, as the
Administrator may establish from time to time, for reasons of administrative
convenience.

19.Electronic Delivery. The Company may,
in its sole discretion, decide to deliver any documents related to this or
future grants of Restricted Stock Units by electronic means or to request
Employees consent to participate in the Plan by electronic means. Employee
hereby consents to receive such documents by electronic delivery and, if
requested, to accept this or future grants of Restricted Stock Units through an
on-line or electronic system established and maintained by the Company or a
third party designated by the Company.

20.Plan
Governs. This Agreement is subject to all
terms and provisions of the Plan. In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan will govern.

21.Administrator Authority. The
Administrator will have the power to interpret the Plan and this Agreement and
to adopt such rules for the administration, interpretation, and application of
the Plan as are consistent therewith and to interpret or revoke any such rules
(including, but not limited to, the determination of
whether or not any Restricted Stock Units have vested). All actions taken and
all interpretations and determinations made by the Administrator in good faith
will be final and binding upon the Employee, the Company, and all other
interested persons. No person acting as the Administrator will be personally
liable for any action, determination, or interpretation made in good faith with
respect to the Plan or this Agreement.

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22.Captions. Captions provided herein are
for convenience only and are not to serve as a basis for interpretation or
construction of this Agreement.

23.Agreement Severable. In the event that
any provision in this Agreement will be held invalid or unenforceable, such
provision will be severable from, and such invalidity or unenforceability will
not be construed to have any effect on, the remaining provisions of this
Agreement.

24.Modifications to the Agreement. This
Agreement constitutes the entire understanding of the parties on the subjects
covered. The Employee expressly warrants that he or she is not accepting this
Agreement in reliance on any promises, representations, or inducements other
than those contained herein. Modifications to this Agreement or the Plan can be
made only in an express written agreement executed by a duly authorized officer
of the Company. Notwithstanding anything to the contrary in the Plan or this
Agreement, the Company reserves the right to revise this Agreement as it deems
necessary or advisable, in its sole discretion and without the consent of the
Employee, to comply with Section 409A or to otherwise avoid imposition of any
additional tax or income recognition under Section 409A in connection with these
Restricted Stock Units (including settlement or payment thereof).

25.Language. If the Employee has received
this Agreement or any other document related to the Plan translated into a
language other than English and if the meaning of the translated version is
different than the English version, the English version will control.

26.Appendix. Notwithstanding any
provisions in this Agreement, the Restricted Stock Unit grant shall be subject
to any special terms and conditions set forth in any Appendix B to this
Agreement for the Employees country. Moreover, if the Employee relocates to one
of the countries included in the Appendix B, the special terms and conditions
for such country will apply to the Employee, to the extent the Company
determines that the application of such terms and conditions is necessary or
advisable in order to comply with local law or facilitate the administration of
the Plan. The Appendix B constitutes part of this Agreement.

27.Imposition of Other
Requirements. The Company reserves the right
to impose other requirements on the Employees participation in the Plan, or the
Restricted Stock Units and on any Shares acquired under the Plan, to the extent
the Company determines it is necessary or advisable in order to comply with
local law or facilitate the administration of the Plan, and to require the
Employee to sign any additional agreements or undertakings that may be necessary
to accomplish the foregoing.

28.Amendment, Suspension or Termination of the Plan. By accepting this award, the Employee expressly warrants
that he or she has received a right to an equity based award under the Plan, and
has received, read, and understood a description of the Plan. The Employee
understands that the Plan is discretionary in nature and may be modified,
suspended, or terminated by the Company at any time.

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29.Notice of Governing Law. This award
shall be governed by, and construed in accordance with, the laws of the State of
California,without regard to principles of conflict of laws.

For
purposes of litigating any dispute that arises directly or indirectly from the
relationship of the parties evidenced by this grant or the Agreement, the
parties hereby submit to and consent to the exclusive jurisdiction of the State
of Californiaand agree that such litigation shall be conducted only in the courts of
Santa Clara County, California, or the federal courts for the United States for
the Northern District of California, and in no other courts, where this grant is
made and/or to be performed.

30.Waiver. The Employee acknowledges that a waiver by the Company of breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
other provision of this Agreement, or of any subsequent breach by the Employee
or any other grantee.

o O o

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APPENDIX B  COUNTRY- SPECIFIC TERMS AND
CONDITIONS

This Appendix B includes additional
terms and conditions that govern the Restricted Stock Units granted to the
Employee if the Employee resides in one of the countries listed
herein.

In addition, this Exhibit B may also
include information regarding certain other issues of which the Employee should
be aware with respect to his or her participation in the Plan. The information
is based on the securities, exchange control, income tax and other laws in
effect in the respective countries as of August 2012. Such laws are often
complex and change frequently. As a result, the Company strongly recommends that
the Employee not rely on the information noted herein as the only source of
information relating to the consequences of the Employees participation in the
Plan because the information may be out of date at the time the Employee vests
in Restricted Stock Units or sells Shares acquired upon vesting of the
Restricted Stock Units.

In addition, the information is general
in nature and may not apply to the Employees particular situation, and the
Company is not in a position to assure the Employee of any particular result.
Accordingly, the Employee is advised to seek appropriate professional advice as
to how the relevant laws in the Employees country may apply to his or her
situation.

Finally, if the Employee is a citizen
or resident of a country, or is considered resident of a country, other than the
one in which the Employee is currently working or transfers employment after the
Restricted Stock Units are granted but prior to vesting of the Restricted Stock
Units, the information contained herein may not be applicable to the Employee.
The Company shall in its discretion, determine to what extent the terms and
conditions contained herein shall apply.

Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Agreement or the Plan.

Australia

Australian Addendum. The award is granted pursuant to the Australian Addendum
which is an addendum to the Plan. The Employees award is subject to the terms
and conditions as stated in the Australian Addendum, Offer Document, the Plan
and the Agreement. The Employee will receive a copy of each of these documents
when an award is made to him or her.

Securities Law
Information. If the Employee offers the
Shares obtained under the Plan for sale to a person or entity resident in
Australia, the offer may be subject to disclosure requirements under Australian
law and the Employee should obtain legal advice regarding any applicable
disclosure obligations prior to making any such offer.

Exchange Control
Information. Exchange control reporting is
required for cash transactions exceeding AUD10,000 and for international fund
transfers. If an Australian bank is assisting with the transaction, the bank
will file the report on behalf of the Employee.

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Belgium

Tax Reporting. The Employee is required to report any security and bank
accounts opened and maintained outside Belgium on the Employees annual tax
return.

Brazil

Compliance with Law. By accepting the Restricted Stock Units, the Employee
acknowledges that the Employee agrees to comply with applicable Brazilian laws
and pay any and all applicable taxes associated with the vesting of the
Restricted Stock Units and the sale of Shares acquired under the Plan.

Exchange Control
Information. If the Employee is resident or
domiciled in Brazil, the Employee is required to submit annually a declaration
of assets and rights held outside of Brazil to the Central Bank of Brazil if the
aggregate value of such assets and rights equals or exceeds US$100,000. Assets
and rights that must be reported include Shares.

Canada

Payment after
Vesting. Notwithstanding any discretion
contained in Section 8(d) of the Plan, the grant of Restricted Stock Units does
not provide any right for the Employee to receive a cash payment and the
Restricted Stock Units are payable in Shares only.

Involuntary Termination of
Service. The following provision supplements
paragraph 5 of Appendix A:

In the event of involuntary termination
of the Employees status as a Service Provider (whether or not in breach of
local labor laws), the Employees right to continued vesting of the Restricted
Stock Units, if any, will terminate effective as of (a) the date the Employee is
no longer actively providing services to the Company or the Employer, or at the
discretion of the Administrator, (b) the date the Employee receives notice of
termination of service from the Employer, if earlier than (a), regardless of any
notice period or period of pay in lieu of such notice required under local law
(including, but not limited to statutory law, regulatory law and/or common law);
the Administrator shall have the exclusive discretion to determine when the
Employee is no longer actively employed for purposes of the Restricted Stock
Units.

The following provisions apply if
the Employee is a resident of Quebec:

Language Consent. The parties acknowledge that it is their express wish that
the Agreement, as well as all documents, notices and legal proceedings entered
into, given or instituted pursuant hereto or relating directly or indirectly
hereto, be drawn up in English.

Les parties reconnaissent avoir
exigé la rédaction en anglais de la convention, ainsi que de tous documents,
avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou
liés directement ou indirectement à, la présente convention.

Data Privacy. The following provision supplements paragraph 15 of Appendix
A:

The Employee hereby authorizes the
Company and the Companys representatives to discuss and obtain all relevant
information from all personnel, professional or non-professional, involved in
the administration of the Plan. The Employee further
authorizes the Company, the Employer and/or any Subsidiary or affiliate to
record such information and to keep such information in the Employees
employment file.

---



France

Language Consent. The parties acknowledge that it is their express wish that
the Agreement, including Appendix A and B, as well as all documents, notices,
and legal proceedings entered into, given or instituted pursuant hereto or
relating directly or indirectly hereto, be drawn up in English.

Consentementrelatif à la langue
utilisée. Les Parties reconnaissent
avoir souhaité expressement la rédaction en langue anglaise de cette convention,
incluant Annexe A et B ainsi que de tous les documents, notices et documentation
juridique fournis ou mis en oeuvre, directement ou indirectement, relativement à
ou suite à la présente convention.

Tax Reporting. The Employee acknowledges and understands that the Employee
may hold Shares obtained under the Plan outside of France provided that the
Employee declares all foreign accounts, whether open, current, or closed, in the
Employees income tax return.

Germany

Exchange Control
Information. Cross-border payments in excess
of €12,500 must be reported monthly to the State Central Bank. The Employee is
responsible for satisfying the reporting obligation and should be able to obtain
a copy of the form used for reporting from the German bank that the Employee
uses to carry out the transfer.

India

Exchange Control
Information. The Employee must repatriate the
proceeds from the sale of Shares and any dividends received in relation to the
Shares to India within 90 days of receipt. The Employee must maintain the
foreign inward remittance certificate received from the bank where the foreign
currency is deposited in the event that the Reserve Bank of India or the
Employer requests proof of repatriation. The Employee acknowledges that this is
her or her responsibility to comply with applicable exchange control laws in
India.

Italy

Data Privacy Notice. The following provision replaces paragraph 15 of Appendix A
in its entirety:

The Employee understands that the
Employer, the Company and any Subsidiary may hold certain personal information
about the Employee, including, but not limited to, the Employees name, home
address and telephone number, date of birth, social insurance (to the extent
permitted under Italian law) or other identification number, salary,
nationality, job title, any shares or directorships held in the Company or any
Subsidiary, details of all option granted, or any other entitlement to shares of
Stock awarded, canceled, exercised, vested, unvested or outstanding in the
Employees favor, for the exclusive purpose of implementing, managing and
administering the Plan (Data).

The Employee also understand that
providing the Company with Data is necessary for the performance of the Plan and
that the Employees refusal to provide such Data would make it impossible for the Company to perform its contractual
obligations and may affect the Employees ability to participate in the Plan.
The Controller of personal data processing is Quantum Corporation, with
registered offices at 1650 Technology Drive, Suite 800, San Jose, California
95110, U.S.A., and, pursuant to Legislative Decree no. 196/2003, its
Representative in Italy for privacy purposes is Quantum Sàrl, with offices at
Piazza San Babila 4/A, 20122 Milano, Italy.

---



The Employee understands that
Data will not be publicized, but it may be transferred to banks, other financial
institutions, or brokers involved in the management and administration of the
Plan. The Employee understands that Data may also be transferred to the
independent registered public accounting firm engaged by the Company. The
Employee further understand that the Company and/or any Subsidiary will transfer
Data among themselves as necessary for the purpose of implementing,
administering and managing the Employees participation in the Plan, and that
the Company and/or any Subsidiary may each further transfer Data to third
parties assisting the Company in the implementation, administration, and
management of the Plan, including any requisite transfer of Data to a broker or
other third party with whom the Employee may elect to deposit any shares of
Stock acquired at vesting of the Restricted Stock Units. Such recipients may
receive, possess, use, retain, and transfer Data in electronic or other form,
for the purposes of implementing, administering, and managing the Employees
participation in the Plan. The Employee understands that these recipients may be
located in or outside the European Economic Area, such as in the United States
or elsewhere. Should the Company exercise its discretion in suspending all
necessary legal obligations connected with the management and administration of
the Plan, it will delete Data as soon as it has completed all the necessary
legal obligations connected with the management and administration of the Plan.

The Employee understands that
Data-processing related to the purposes specified above shall take place under
automated or non-automated conditions, anonymously when possible, that comply
with the purposes for which Data is collected and with confidentiality and
security provisions, as set forth by applicable laws and regulations, with
specific reference to Legislative Decree no. 196/2003.

The processing activity,
including communication, the transfer of Data abroad, including outside of the
European Economic Area, as herein specified and pursuant to applicable laws and
regulations, does not require the Employees consent thereto, as the processing
is necessary to performance of contractual obligations related to
implementation, administration, and management of the Plan. The Employee
understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003,
the Employee has the right to, including but not limited to, access, delete,
update, correct, or terminate, for legitimate reason, the
Data-processing.

Furthermore, the Employee is
aware that Data will not be used for direct-marketing purposes. In addition,
Data provided can be reviewed and questions or complaints can be addressed by
contacting the Employees local human resources
representative.

Exchange Control
Information. The Employee is required to
report the following on the Employees annual tax return: (i) any transfers of
cash or Shares to or from Italy exceeding €10,000; (ii) any foreign investments
or investments held outside of Italy at the end of the calendar year exceeding
€10,000 if such investments (Restricted Stock Units, Shares) may result in
taxable income in Italy; and (iii) the amount of the transfers to and from
abroad that have had an impact on the Employees foreign investments or
investments held outside of Italy during the calendar year. Under certain circumstances, the Employee may be exempt from the requirement
in (i) above if the transfer or investment is made through an authorized broker
resident in Italy.

---



Acknowledgment. By accepting the Restricted Stock Units, the Employee
acknowledges that (1) the Employee has received a copy of the Plan, the
Agreement, including Appendix A and Appendix B; (2) the Employee has reviewed
those documents in their entirety and fully understands the contents thereof;
and (3) the Employee accepts all provisions of the Plan, the Agreement,
including Appendix A and Appendix B. The Employee further acknowledges that he
or she has read and specifically and expressly approves, without limitation, the
following sections of Appendix A: Section 8:Withholding of Taxes; Section 10:Nature of Grant; the Data Privacy Notice in this Appendix B above; Section 25:Language;
and Section 29:Notice of Governing
Law.

Japan

There are no country-specific terms and
conditions.

Korea

Exchange Control
Information. Exchange control laws require
Korean residents who realize US$500,000 or more from the sale of Shares or
receipt of dividends in a single transaction to repatriate the proceeds to Korea
within eighteen months of the sale/receipt.

Mexico

Acknowledgement of the
Agreement. In accepting the Restricted Stock
Units granted hereunder, the Employee acknowledges that the Employee has
received a copy of the Plan, has reviewed the Plan and the Agreement, including
Appendix A and Appendix B, in their entirety and fully understands and accepts
all provisions of the Plan and the Agreement, including Appendix A and Appendix
B. The Employee further acknowledges that the Employee has read and specifically
and expressly approves the terms and conditions of Section 10 of Appendix A, in
which the following is clearly described and established:

| | (1) |  | The Employees
      participation in the Plan does not constitute an acquired
  right.                                                                                                        
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    
| | (2) |  | The Plan and the
      Employees participation in the Plan are offered by the Company on a
      wholly discretionary basis.                                                                  
| |    
| | (3) |  | The Employees
      participation in the Plan is voluntary.                                                                                                                                   
| |    
| | (4) |  | The Company or any
      Subsidiaries or affiliates of the Company are not responsible for any
      decrease in the value of the Restricted Stock Units or Shares issued under
      the Plan.

Labor Law Acknowledgement and Policy
Statement. In accepting any Restricted Stock
Units granted hereunder, the Employee expressly recognizes that the Company,
with registered offices at 1650 Technology Drive, Suite 700, San Jose,
California, 945110-1382, U.S.A., is solely responsible for the administration of
the Plan and that the Employees participation in the Plan and acquisition of
Shares do not constitute an employment relationship between the Employee and the
Company since the Employee is participating in the Plan on a wholly commercial
basis and the Employee is not employed by the Company. Based on the foregoing,
the Employee expressly recognizes that the Plan and the
benefits that the Employee may derive from participation in the Plan do not
establish any rights between the Employee and the Employees employer; do not
form part of the employment conditions and/or benefits provided by the
Employees employer; and any modification of the Plan or its termination shall
not constitute a change or impairment of the terms and conditions of the
Employees employment.

---



The Employee further understands that
the Employees participation in the Plan is as a result of a unilateral and
discretionary decision of the Company; therefore, the Company reserves the
absolute right to amend and/or discontinue the Employees participation in the
Plan at any time without any liability to the Employee.

Finally, the Employee hereby declares
that the Employee does not reserve any action or right to bring any claim
against the Company for any compensation or damages regarding any provision of
the Plan or the benefits derived under the Plan, and the Employee therefore
grants a full and broad release to the Company and its Subsidiaries, affiliates,
shareholders, officers, agents or legal representatives with respect to any
claim that may arise.

Spanish Translation

Reconocimiento del acuerdo.Al aceptar las Unidades de
Acciones Restringidas, el Trabajador reconoce que ha recibido una copia del
Plan, que ha revisado el Plan y el Contrato, incluyendo el Anexo A y Anexo B en
su integridad y acepta y reconoce los términos y condiciones del Plan y los
Anexos A y B. El Empleado reconoce que ha leído y expresamente aprueba los
términos y condiciones de la sección 10 del Anexo A en el que se establece
claramente lo siguiente:

1) La participación del Empleado
en el Plan no constituye un derecho adquirido.

2) El Plan y la participación en
el Plan, se ofrecen por la Empresa en forma totalmente discrecional.

3) La participación del Empleado
en el Plan es totalmente voluntaria.

4) La Empresa y cualquier
subsidiaria o afiliada no son responsables por cualquier detrimento en el valor
de las Unidades de Acciones Restringidas o Acciones emitidas en términos del
Plan.

Legislación Laboral y
Establecimiento de la Política:Al aceptar cualquier Unidad de Acciones Restringidas que sean emitidas,
el Empleado expresamente reconoce que la Empresa, con domicilio registrado en
1650 Technology Drive, Suite 700, San Jose California, 945110-1382, EE.UU. es la
única responsable de la administración del Plan y que la participación del
Trabajador y la adquisición de acciones no constituye relación laboral alguna
entre el Trabajador y la Empresa, en virtud de que el Trabajador está
participando en el Plan en términos de una relación de carácter comercial y que
el Empleado no tiene relación de trabajo alguna con la Empresa. Basado en lo
anterior, el Trabajador expresamente reconoce que el Plan y los beneficios que
podría obtener de su participación en el mismo, no establecen ningún derecho
entre Usted y su Patrón, que no forman parte de las condiciones de trabajo y/o
beneficios otorgados por su Patrón, y que cualquier modificación del Plan o la
terminación del mismo no deberán constituir modificación u obstáculo alguno de
los términos y condiciones bajo los cuales se rige su relación de trabajo.

---



El Trabajador reconoce que su
participación en el Plan es resultado de una decisión discrecional y unilateral
de parte de la Empresa; en tal virtud, la Empresa se reserva el derecho absoluto
de modificar y/o cancelar la participación del Trabajador en el Plan en
cualquier momento sin responsabilidad alguna hacia el Trabajador.

Finalmente, el Trabajador
expresamente declara que no se reserva acción legal ni derecho alguno que hacer
valer en contra de la Empresa por concepto de cualquier contraprestación por
daños o perjuicios derivados de cualquier disposición contenida en el Plan o de
los beneficios derivados del Plan, por lo que el Trabajador en este acto otorga
el finiquito más amplio disponible en derecho, a favor de la Empresa, sus
subsidiarias, afiliadas, accionistas, oficiales, agentes o representantes
legales con respecto de cualquier reclamación.

Netherlands

Insider Trading
Restrictions. The Employee should be aware of
Dutch insider-trading rules, which may impact the ability to sell Shares
acquired under the Plan. In particular, the Employee may be prohibited from
effectuating certain transactions if the Employee has insider information
regarding the Company.

By accepting any Restricted Stock Units
granted hereunder and participating in the Plan, the Employee acknowledges
having read and understood this Securities Law Information notice and further
acknowledges that it is the Employees responsibility for complying with the
following Dutch insider trading rules:

Under Article 5:56 of the Dutch
Financial Supervision Act, anyone who has inside information related to the
issuing company is prohibited from effectuating a transaction in securities in
or from the Netherlands. Inside information is defined as knowledge of
specific information concerning the issuing company to which the securities
relate or the trade in securities issued by such company, which has not been
made public and which, if published, would reasonably be expected to affect the
share price, regardless of the development of the price. The insider could be
any employee of a Subsidiary or affiliate in the Netherlands who has inside
information as described herein.

Given the broad scope of the definition
of inside information, certain employees of the Company or any Subsidiary or
affiliate may have inside information and, thus, would be prohibited from
effectuating a transaction in securities in the Netherlands at a time when in
possession of such inside information.

Russia

Exchange Control
Information. Exchange control laws require
Employees resident in Russia who sell Shares or receive dividends on such Shares
to repatriate the proceeds to Russia within a reasonably short time. Such
proceeds must initially be credited to the Employee through a foreign currency
account opened in the Employees name at an authorized bank in Russia. After the
funds are initially received in Russia, they may be further remitted to a
foreign bank subject to the following limitations: (i) the foreign account may
be opened only for individuals; (ii) the foreign account may not be used for
business activities; (iii) the Russian authorities must be given notice of the
opening/closing of each foreign account within one month of the account
opening/closing; and (iv) the Russian tax authorities must be given notice of
the account balances of such foreign accounts as of the beginning of each
calendar year. The Employee is encouraged to contact the Employees personal advisor before remitting proceeds from participation
in the Plan to Russia as exchange control requirements may change.

---



Securities Law
Information. The Agreement, including
Appendix A and Appendix B, the Plan and all other materials that the Employee
may receive regarding participation in the Plan do not constitute advertising or
an offering of securities in Russia. The issuance of securities pursuant to the
Plan has not and will not be registered in Russia; hence, the securities
described in any Plan-related documents may not be used for offering or public
circulation in Russia.

When the Employee acquires Shares upon
vesting, the Shares will be held for the Employee in a U.S. brokerage account.
The Employee will not be permitted to request share certificates and hold the
certificates in Russia. The Employee may sell his or her Shares on a U.S. stock
market, but is not permitted to sell shares in the Company directly to other
Russian individuals.

Labor Law
Information. If the Employee continues to
hold Shares after an involuntary termination of the Employees employment, the
Employee will not be eligible to receive unemployment benefits in Russia.

Singapore

Securities Law
Information. The Restricted Stock Units are
being granted pursuant to the Qualifying Person exemption under section
273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.)
(SFA).
The Plan has not been lodged or registered as a prospectus with the Monetary
Authority of Singapore. The Employee should note that such Restricted Stock
Units are subject to section 257 of the SFA and the Employee will not be able to
make any subsequent sale in Singapore, or any offer of such subsequent sale of
the Shares underlying the Restricted Stock Units unless such sale or offer in
Singapore is made pursuant to the exemptions under Part XIII Division (1)
Subdivision (4) (other than section 280) of the SFA (Chapter 289, 2006 Ed.).

Director
Notification. If the Employee is a director,
associate director or shadow director of a Singapore Subsidiary or affiliate of
the Company, the Employee is subject to certain notification requirements under
the Singapore Companies Act. Among these requirements is an obligation to notify
the Singapore Subsidiary or affiliate in writing when the Employee receives an
interest (e.g., Restricted Stock Units) in the Company or any related companies. In
addition, the Employee must notify the Singapore Subsidiary or affiliate when
the Employee sells Shares of the Company or any related company (including when
the Employee sells Shares acquired under the Plan). These notifications must be
made within two days of acquiring or disposing of any interest in the Company or
any related company. In addition, a notification must be made of the Employees
interests in the Company or any related company within two days of becoming a
director, associate director or shadow director.

Insider Trading
Restrictions. The Employee should be aware of
the Singapore insider trading rules, which may impact the acquisition or
disposal of the Shares received pursuant to the Plan. Under the Singapore
insider trading rules, the Employee is prohibited from selling Shares of the
Company when he or she is in possession of information which is not generally
available and which he or she knows or should know will have a material effect
on the price of the Shares once such information is generally available.

---



Spain

Labor Law
Information. In accepting the award, the
Employee acknowledges that he or she consents to participation in the Plan and
has received a copy of the Plan. The Employee understands that the Company has
unilaterally, gratuitously and discretionally decided to grant Restricted Stock
Units under the Plan to individuals who may be employees of the Company or its
Subsidiaries or affiliates throughout the world. The decision is a limited
decision that is entered into upon the express assumption and condition that any
award will not economically or otherwise bind the Company or any of its
Subsidiaries or affiliates on an ongoing basis. Consequently, the Employee
understands that the Restricted Stock Units are granted on the assumption and
condition that the Restricted Stock Units or the Shares acquired pursuant to the
Restricted Stock Units shall not become a part of any employment contract
(either with the Company or any of its Subsidiaries or affiliates) and shall not
be considered a mandatory benefit, salary for any purposes (including severance
compensation) or any other right whatsoever. In addition, the Employee
understands that this award would not be made to the Employee but for the
assumptions and conditions referred to above; thus, the Employee acknowledges
and freely accepts that should any or all of the assumptions be mistaken or
should any of the conditions not be met for any reason, then this award shall be
null and void.

Unless otherwise provided by the Plan,
the Employee understands and agrees that the termination of the Employees
employment for any reason will automatically result in the forfeiture of
unvested Restricted Stock Units in accordance with the provisions of the Plan
and the Agreement. In particular, the Employee understands and agrees that,
unless otherwise expressly provided for by the Company, vesting of the
Restricted Stock Units will end if the Employee terminates employment by reason
of, including, but not limited to: resignation, retirement, disciplinary
dismissal adjudged to be with cause, disciplinary dismissal adjudged or
recognized to be without cause, individual or collective layoff on objective
grounds, whether adjudged to be with cause or adjudged or recognized to be
without cause, material modification of the terms of employment under Article 41
of the Workers Statute, relocation under Article 40 of the Workers Statute,
Article 50 of the Workers Statute, unilateral withdrawal by the Employer, and
under Article 10.3 of Royal Decree 1382/1985.

Exchange Control
Information. If the Employee acquires Shares
under the Plan, the Employee must declare the acquisition to theDireccion General de Comercio e Inversiones(the DGCI). If the Employee acquires the Shares through the
use of a Spanish financial institution, the institution will make the
declaration to the DGCI for the Employee; otherwise, the Employee is required to
make the declaration by filing a D-6 Form. The Employee must also declare
ownership of any Shares with the DGCI every January while the Shares are owned.

When receiving foreign currency
payments exceeding €50,000 derived from the ownership of Shares (i.e., sale
proceeds or dividends), the Employee must inform the financial institution
receiving the payment of the basis upon which such payment is made. The Employee
will need to provide the institution with the following information: (i) the
Employees name, address, and fiscal identification number; (ii) the name and
corporate domicile of the Company; (iii) the amount of the payment and the
currency used; (iv) the country of origin; (v) the reasons for the payment; and
(vi) further information that may be required.

Securities Law
Information. The Restricted Stock Units and
the Shares described in the Agreement do not qualify under Spanish regulations
as securities. No offer of securities to the public, as defined under Spanish
law, has taken place or will take place in the Spanish territory. The Agreement
has not been nor will it be registered with theComisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.

---



Sweden

There are no country-specific terms and
conditions.

Switzerland

Securities Law
Information. The offer is considered a
private offering in Switzerland and is therefore not subject to registration in
Switzerland.

United
Kingdom

Withholding of Taxes. This provision supplements Section 8 of the Agreement:

If payment or withholding of the income
tax due is not made within ninety (90) days of the event giving rise to the
income tax or such other period specified in Section 222(1)(c) of the U.K.
Income Tax (Earnings and Pensions) Act 2003 (the Due Date), the amount of any
uncollected income tax shall constitute a loan owed by the Employee to the
Employer, effective as of the Due Date. The Employee agrees that the loan will
bear interest at the then-current official rate of Her Majestys Revenue &
Customs (HMRC), it shall be immediately due and repayable, and the Company or
the Employer may recover it at any time thereafter by any of the means referred
to in Section 8 of the Agreement. Notwithstanding the foregoing, if the Employee
is a director or executive officer of the Company (within the meaning of Section
13(k) of the U.S. Securities and Exchange Act of 1934, as amended), he or she
shall not be eligible for a loan from the Company to cover the income tax. In
the event that the Employee is a director or executive officer and income tax is
not collected from or paid by him or her by the Due Date, the amount of any
uncollected income tax will constitute a benefit to the Employee on which
additional income tax and national insurance contributions (NICs) will be
payable. The Employee will be responsible for reporting and paying any income
tax due on this additional benefit directly to HMRC under the self-assessment
regime and for reimbursing the Company or the Employer (as applicable) the value
of the employee and employer NICs due on this additional benefit.

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