Exhibit
10.2

QUANTUM CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

FOR 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 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 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 14 of Appendix A.PLEASE BE SURE TO READ ALL OF APPENDIX A, TO
THIS RESTRICTED STOCK UNIT AGREEMENT FOR U.S. EMPLOYEES (THE AGREEMENT) WHICH
CONTAINS 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 12 below).

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APPENDIX A - TERMS AND CONDITIONS OF
RESTRICTED STOCK UNIT GRANT

FOR 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 this Agreement, this Appendix A
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 the 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 the Restricted 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. 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.

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.

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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 11,
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.No Effect on Employment. The
Employee's employment with the Company and its Subsidiaries is on an at-will
basis only. Accordingly, the terms of the Employee's employment with the Company
and its Subsidiaries will be determined from time to time by the Company or the
Subsidiary employing the Employee (as the case may be), and the Company or the
Subsidiary will have the right, which is hereby expressly reserved, to terminate
or change the terms of the employment of the Employee at any time for any reason
whatsoever, with or without good cause. The transactions contemplated hereunder
and the vesting schedule set forth on the first page of this Agreement do not
constitute an express or implied promise of continued employment for any period
of time.

11.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.

12.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.

13.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.

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14.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.

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 Section 14, 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.

15.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.

16.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.

17.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.

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18.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
another third party designated by the Company.

19.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.

20.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.

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

22.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.

23.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).

24.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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25.Notice of Governing Law. This Award of
Restricted Stock Units shall be governed by, and construed in accordance with,
the laws of the State of California,without regard to principles of conflict of
laws.

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