Exhibit
10.4

QUANTUM CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

Quantum
Corporation (the Company) hereby grants you, [NAME OF DIRECTOR] (the
Director), the number of Restricted Stock Units under the Company's 2012
Long-Term Incentive Plan (the Plan) indicated below. 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][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 24 of Appendix A.PLEASE BE SURE TO READ ALL OF APPENDIX A, 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). If you prefer not to
electronically sign this Agreement, you may accept this Agreement by signing a
paper copy of the Agreement and delivering it to the Companys Stock
Administration Department.

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APPENDIX A - TERMS AND CONDITIONS OF
RESTRICTED STOCK UNIT GRANT

1.Grant. The Company hereby grants to the Director under the Plan the
number ofRestricted Stock Units indicated on the
first page of this Agreement, subject to the terms and conditions set forth in
this Agreement and the Plan. When Shares are paid to the Director in payment for
the Restricted Stock Units, par value will be deemed paid by the Director for
each Restricted Stock Unit by past services rendered by the Director 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
Director 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, theRestricted 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 Director remains a member of the
Company's Board of Directors through the applicable vesting date(s).

4.Committee Discretion. The Committee,
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 Committee. 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 Directors separation from service within
the meaning of Section 409A, other than due to death, and if (x) the Director 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
Director on or within the six (6) month period following the Directors
separation from service (within the meaning of Section 409A), as determined by
the Company, 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 Director dies during such six (6) month period, in
which case, the Restricted Stock Units will be paid to the Director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 Director 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 Director 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.

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
date on which the Director is no longer a member of the Companys Board of
Directors.

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6.Payment after
Vesting. Subject to paragraph 4, Restricted
Stock Units that vest will be paid to the Director (or in the event of the
Director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 Committee, the Director 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 Committee in its sole discretion, which
rules and procedures shall comply with the requirements of Section 409A, unless
otherwise expressly determined by the Committee.

7.Death
of the Director. Any distribution or delivery
to be made to the Director under thisAgreement
will, if the Director is then deceased, be made to the administrator or executor
of the Director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, if the Director has
become an employee, the employing entity), 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 Director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 Director 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 Director 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 Director 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 Director, 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 Director.

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9.Rights as Stockholder. Neither the
Director nor any person claiming under or through theDirector 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
Director. Except as provided in paragraph 11, after such issuance, recordation,
and delivery, the Director 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 Service. The terms of the
Director's service with the Company, whether as a member of the Board of
Directors or otherwise, will be determined from time to time by the Company, and
the Company will have the right, which is hereby expressly reserved, to
terminate or change the terms of the service of the Director 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 service as a member
of the Board of Directors 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 Director 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
Director receives rights or warrants with respect to any Prior Units, such
rights or warrants may be held or exercised by the Director, 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 Committee 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.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, a Director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.

15.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.

16.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 Committee, 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 Committee, 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
Committee may establish from time to time, for reasons of administrative
convenience.

17.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. Capitalized terms used and not defined in
this Agreement will have the meaning set forth in the Plan.

18.Committee Authority. The Committee
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 Committee in good faith will be final and binding upon the Director, the
Company, and all other interested persons. No person acting as theCommittee will be personally liable for any action,
determination, or interpretation made in good faith with respect to the Plan or
this Agreement.

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

20.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.

21.Modifications to the Agreement. This
Agreement constitutes the entire understanding of the parties on the subjects
covered. The Director 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 Director, 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).

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22.Amendment, Suspension or
Termination of the Plan. By accepting this
award, the Director 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 Director understands that the Plan is discretionary
in nature and may be modified, suspended, or terminated by the Company at any
time.

23.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.

24.Data
Privacy Notice. All of Director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
Directors participation in the Plan. Director understands that he or she may
contact the Companys international privacy officer if Director 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 Director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 Director, or any other third parties or
governmental agencies, as required or permitted by law. 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 Directors information with eTrades affiliates.
Except as provided in this Paragraph 24 or as required or permitted by law, the
Company will not disclose Directors information outside the Company without
Directors consent.

Unless Director notifies Company within 30 days of the grant of the
Restricted Stock Units the Company may use and transfer Directors personal
information as described in this Paragraph 24, particularly as it concerns
transfers to eTrade. Director 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.

25.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
Directors consent to participate in the Plan by electronic means. Director
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.

o O o

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