EXHIBIT
        10.1

       

      NAPSTER,
        INC.

       

      2001
        STOCK PLAN

       

      AS
        AMENDED AND RESTATED OCTOBER 24, 2005

       

      1.    Purposes
        of the Plan.
        The
        purposes of this 2001 Stock Plan are:

       

      
        	 	
                ·

              	
                to
                  attract and retain the best available personnel for positions of
                  substantial responsibility, 

              


      

       

      
        	 	
                ·

              	
                to
                  provide additional incentive to Employees, Directors and Consultants,
                  and
                  

              


      

       

      
        	 	
                ·

              	
                to
                  promote the success of the Company’s
                  business.

              


      

       

      Options
        granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
        Options, as determined by the Administrator at the time of grant. Stock Purchase
        Rights may also be granted under the Plan.

       

      2.    Definitions.
        As used
        herein, the following definitions shall apply:

       

      (a)  “Administrator”
        means
        the Board or any of its Committees as shall be administering the Plan, in
        accordance with Section 4 of the Plan.

       

      (b)  “Applicable
        Laws”
        means
        the requirements relating to the administration of stock option plans under
        U.
        S. state corporate laws, U.S. federal and state securities laws, the Code,
        any
        stock exchange or quotation system on which the Common Stock is listed or
        quoted
        and the applicable laws of any foreign country or jurisdiction where Options
        or
        Stock Purchase Rights are, or will be, granted under the Plan.

       

      (c)  “Board”
        means
        the Board of Directors of the Company.

       

      (d)  “Cause”
        shall
        have the meaning as set forth in Section 13(f)(ii) of the
        Plan.

       

      (e)  “Change
        of Control”
        shall
        have the meaning as set forth in Section 13(f)(i) of the Plan.

       

      (f)  “Code”
        means
        the Internal Revenue Code of 1986, as amended.

       

      (g)  “Committee”
        means a
        committee of Directors appointed by the Board in accordance with Section 4
        of the Plan.

       

      (h)  “Common
        Stock”
        means
        the common stock of the Company.

       

      (i)  “Company”
        means
        NAPSTER, Inc., a Delaware corporation.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (j)  “Consultant”
        means
        any person, including an advisor, engaged by the Company or a Parent or
        Subsidiary to render services to such entity.

       

      (k)  “Continuous
        Status as an Employee or Consultant”
        means
        the absence of any interruption or termination of the employment or consulting
        relationship by the Company or any Parent or Subsidiary. Continuous Status
        as an
        Employee or Consultant shall not be considered interrupted in the case of:
        (i) sick leave; (ii) military leave; (iii) any other
        leave of
        absence approved by the Board, provided that such leave is for a period of
        not
        more than ninety (90) days, unless reemployment upon the expiration of such
        leave is guaranteed by contract or statute, or unless provided otherwise
        pursuant to Company policy adopted from time to time; or (iv) in the case
        of
        transfers between locations of the Company or between the Company, its Parent
        or
        Subsidiaries or its successor. If reemployment upon expiration of a leave
        of
        absence in excess of ninety (90) days is not guaranteed, on the 181st day
        of
        such leave any Incentive Stock Option held by the Optionee shall cease to
        be
        treated as an Incentive Stock Option and shall be treated for tax purposes
        as a
        Nonstatutory Stock Option.

       

      (l)  “Director”
        means a
        member of the Board.

       

      (m)  “Disability”
        means
        total and permanent disability as defined in Section 22(e)(3) of the
        Code.

       

      (n)  “Employee”
        means
        any person, including Officers and Directors, employed by the Company or
        any
        Parent or Subsidiary of the Company. A Service Provider shall not cease to
        be an
        Employee in the case of (i) any leave of absence approved by the Company
        or
        (ii) transfers between locations of the Company or between the Company,
        its
        Parent, any Subsidiary, or any successor. For purposes of Incentive Stock
        Options, no such leave may exceed ninety days, unless reemployment upon
        expiration of such leave is guaranteed by statute or contract. If reemployment
        upon expiration of a leave of absence approved by the Company is not so
        guaranteed, on the 181st day of such leave any Incentive Stock Option held
        by
        the Optionee shall cease to be treated as an Incentive Stock Option and shall
        be
        treated for tax purposes as a Nonstatutory Stock Option. Neither service
        as a
        Director nor payment of a director’s fee by the Company shall be sufficient to
        constitute “employment” by the Company.

       

      (o)  “Exchange
        Act”
        means
        the Securities Exchange Act of 1934, as amended.

       

      (p)  “Fair
        Market Value”
        means,
        as of any date, the value of Common Stock determined as follows:

       

      (i)  If
        the
        Common Stock is listed on any established stock exchange or a national market
        system, including without limitation the Nasdaq National Market or The Nasdaq
        SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be
        the
        closing sales price for such stock (or the closing bid, if no sales were
        reported) as quoted on such exchange or system for the last market trading
        day
        prior to the time of determination, as reported in The
        Wall Street Journal
        or such
        other source as the Administrator deems reliable;

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      (ii)  If
        the
        Common Stock is regularly quoted by a recognized securities dealer but selling
        prices are not reported, the Fair Market Value of a Share of Common Stock
        shall
        be the mean between the high bid and low asked prices for the Common Stock
        on
        the last market trading day prior to the day of determination, as reported
        in
The
        Wall Street Journal
        or such
        other source as the Administrator deems reliable; or 

       

      (iii)  In
        the
        absence of an established market for the Common Stock, the Fair Market Value
        shall be determined in good faith by the Administrator.

       

      (q)  “Incentive
        Stock Option”
        means
        an Option intended to qualify as an incentive stock option within the meaning
        of
        Section 422 of the Code and the regulations promulgated
        thereunder.

       

      (r)  “Nonstatutory
        Stock Option”
        means
        an Option not intended to qualify as an Incentive Stock Option.

       

      (s)  “Notice
        of Grant”
        means a
        written or electronic notice evidencing certain terms and conditions of an
        individual Option or Stock Purchase Right grant. The Notice of Grant is part
        of
        the Option Agreement.

       

      (t)  “Officer”
        means a
        person who is an officer of the Company within the meaning of Section 16
        of
        the Exchange Act and the rules and regulations promulgated
        thereunder.

       

      (u)  “Option”
        means a
        stock option granted pursuant to the Plan.

       

      (v)  “Option
        Agreement”
        means
        an agreement between the Company and an Optionee evidencing the terms and
        conditions of an individual Option grant. The Option Agreement is subject
        to the
        terms and conditions of the Plan.

       

      (w)  “Option
        Exchange Program”
        means a
        program whereby outstanding Options are surrendered in exchange for Options
        with
        a lower exercise price.

       

      (x)  “Optioned
        Stock”
        means
        the Common Stock subject to an Option or Stock Purchase Right.

       

      (y)  “Optionee”
        means
        the holder of an outstanding Option or Stock Purchase Right granted under
        the
        Plan.

       

      (z)  “Parent”
        means a
“parent corporation,” whether now or hereafter existing, as defined in
        Section 424(e) of the Code.

       

      (aa)  “Plan”
        means
        this Napster, Inc. 2001 Stock Plan.

       

      (bb)  “Restricted
        Stock”
        means
        shares of Common Stock acquired pursuant to a grant of Stock Purchase Rights
        under Section 11 or Section 20 of the Plan.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      (cc)  “Restricted
        Stock Purchase Agreement”
        means a
        written agreement between the Company and the Optionee evidencing the terms
        and
        restrictions applying to stock purchased under a Stock Purchase Right. The
        Restricted Stock Purchase Agreement is subject to the terms and conditions
        of
        the Plan and the Notice of Grant.

       

      (dd)  “Rule
        16b-3”
        means
        Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,
        as in
        effect when discretion is being exercised with respect to the Plan.

       

      (ee)  “Section 16(b)”
        means
        Section 16(b) of the Exchange Act.

       

      (ff)  “Service
        Provider”
        means
        an Employee, Director or Consultant.

       

      (gg)  “Share”
        means a
        share of the Common Stock, as adjusted in accordance with Section 13
        of the
        Plan.

       

      (hh)  “Stock
        Purchase Right”
        means
        the right to purchase Common Stock pursuant to Section 11 of the Plan, as
        evidenced by a Notice of Grant, or Section 20 of the Plan.

       

      (ii)  “Subsidiary”
        means a
“subsidiary corporation”, whether now or hereafter existing, as defined in
        Section 424(f) of the Code.

       

      3.    Stock
        Subject to the Plan.
        Subject
        to the provisions of Section 13 of the Plan, the maximum aggregate number
        of
        Shares that may be optioned and sold under the Plan is 1,000,000 Shares plus
        an
        annual increase to be added on the first day of the Company’s fiscal year
        beginning in fiscal 2003, equal to the lesser of (i) 2,000,000 shares, (ii)
        six
        percent (6%) of the outstanding shares on such date or (iii) an amount
        determined by the Board. The Shares may be authorized, but unissued, or
        reacquired Common Stock.

       

      If
        an
        Option or Stock Purchase Right expires or becomes unexercisable without having
        been exercised in full, or is surrendered pursuant to an Option Exchange
        Program, the unpurchased Shares which were subject thereto shall become
        available for future grant or sale under the Plan (unless the Plan has
        terminated); provided,
        however, that Shares that have actually been issued under the Plan, whether
        upon
        exercise of an Option or Right, shall not be returned to the Plan and shall
        not
        become available for future distribution under the Plan, except that if Shares
        of Restricted Stock are repurchased by the Company at their original purchase
        price, such Shares shall become available for future grant under the Plan.
        

       

      4.    Administration
        of the Plan.
        

       

      (a)  Procedure.

       

      (i)  Multiple
        Administrative Bodies.
        Different Committees with respect to different groups of Service Providers
        may
        administer the Plan.

       

      (ii)  Section 162(m).
        To the
        extent that the Administrator determines it to be desirable to qualify Options
        granted hereunder as “performance-based compensation” within the meaning of
        Section 162(m) of the Code, the Plan shall be administered by a Committee
        of two or more “outside directors” within the meaning of Section 162(m) of
        the Code.

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      (iii)  Rule 16b-3.
        To the
        extent desirable to qualify transactions hereunder as exempt under
        Rule 16b-3, the transactions contemplated hereunder shall be structured
        to
        satisfy the requirements for exemption under Rule 16b-3.

       

      (iv)  Other
        Administration.
        Other
        than as provided above, the Plan shall be administered by (A) the
        Board or
        (B) a Committee, which committee shall be constituted to satisfy Applicable
        Laws. 

       

      (b)  Powers
        of the Administrator.
        Subject
        to the provisions of the Plan, and in the case of a Committee, subject to
        the
        specific duties delegated by the Board to such Committee, the Administrator
        shall have the authority, in its discretion:

       

      (i)  to
        determine the Fair Market Value;

       

      (ii)  to
        select
        the Service Providers to whom Options and Stock Purchase Rights may be granted
        hereunder;

       

      (iii)  to
        determine the number of shares of Common Stock to be covered by each Option
        and
        Stock Purchase Right granted hereunder;

       

      (iv)  to
        approve forms of agreement for use under the Plan;

       

      (v)  to
        determine the terms and conditions, not inconsistent with the terms of the
        Plan,
        of any Option or Stock Purchase Right granted hereunder. Such terms and
        conditions include, but are not limited to, the exercise price, the time
        or
        times when Options or Stock Purchase Rights may be exercised (which may be
        based
        on performance criteria), any vesting acceleration or waiver of forfeiture
        restrictions, and any restriction or limitation regarding any Option or Stock
        Purchase Right or the shares of Common Stock relating thereto, based in each
        case on such factors as the Administrator, in its sole discretion, shall
        determine;

       

      (vi)  to
        reduce
        the exercise price of any Option or Stock Purchase Right to the then current
        Fair Market Value if the Fair Market Value of the Common Stock covered by
        such
        Option or Stock Purchase Right shall have declined since the date the Option
        or
        Stock Purchase Right was granted;

       

      (vii)  to
        institute an Option Exchange Program;

       

      (viii)  to
        construe and interpret the terms of the Plan and awards granted pursuant
        to the
        Plan; 

       

      (ix)  to
        prescribe, amend and rescind rules and regulations relating to the Plan,
        including rules and regulations relating to sub-plans established for the
        purpose of qualifying for preferred tax treatment under foreign tax
        laws;

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      (x)  to
        modify
        or amend each Option or Stock Purchase Right (subject to Section 15(c)
        of
        the Plan), including the discretionary authority to extend the post-termination
        exercisability period of Options longer than is otherwise provided for in
        the
        Plan;

       

      (xi)  to
        allow
        Optionees to satisfy withholding tax obligations by electing to have the
        Company
        withhold from the Shares to be issued upon exercise of an Option or Stock
        Purchase Right that number of Shares having a Fair Market Value equal to
        the
        amount required to be withheld. The Fair Market Value of the Shares to be
        withheld shall be determined on the date that the amount of tax to be withheld
        is to be determined. All elections by an Optionee to have Shares withheld
        for
        this purpose shall be made in such form and under such conditions as the
        Administrator may deem necessary or advisable;

       

      (xii)  to
        authorize any person to execute on behalf of the Company any instrument required
        to effect the grant of an Option or Stock Purchase Right previously granted
        by
        the Administrator;

       

      (xiii)  to
        make
        all other determinations deemed necessary or advisable for administering
        the
        Plan.

       

      (c)  Effect
        of Administrator’s Decision.
        The
        Administrator’s decisions, determinations and interpretations shall be final and
        binding on all Optionees and any other holders of Options or Stock Purchase
        Rights.

       

      5.    Eligibility.
        Nonstatutory Stock Options and Stock Purchase Rights may be granted to Service
        Providers. Incentive Stock Options may be granted only to
        Employees.

       

      6.    Limitations.

       

      (a)  Each
        Option shall be designated in the Option Agreement as either an Incentive
        Stock
        Option or a Nonstatutory Stock Option. However, notwithstanding such
        designation, to the extent that the aggregate Fair Market Value of the Shares
        with respect to which Incentive Stock Options are exercisable for the first
        time
        by the Optionee during any calendar year (under all plans of the Company
        and any
        Parent or Subsidiary) exceeds $100,000, such Options shall be treated as
        Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive
        Stock Options shall be taken into account in the order in which they were
        granted. The Fair Market Value of the Shares shall be determined as of the
        time
        the Option with respect to such Shares is granted.

       

      (b)  Neither
        the Plan nor any Option or Stock Purchase Right shall confer upon an Optionee
        any right with respect to continuing the Optionee’s relationship as a Service
        Provider with the Company, nor shall they interfere in any way with the
        Optionee’s right or the Company’s right to terminate such relationship at any
        time, with or without cause.

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      (c)  The
        following limitations shall apply to grants of Options:

       

      (i)  No
        Service Provider shall be granted, in any fiscal year of the Company, Options
        to
        purchase more than 500,000 Shares.

       

      (ii)  In
        connection with his or her initial service, a Service Provider may be granted
        Options to purchase up to an additional 500,000 Shares, which shall not count
        against the limit set forth in subsection (i) above.

       

      (iii)  The
        foregoing limitations shall be adjusted proportionately in connection with
        any
        change in the Company’s capitalization as described in Section 13.


       

      (iv)  If
        an
        Option is cancelled in the same fiscal year of the Company in which it was
        granted (other than in connection with a transaction described in
        Section 13), the cancelled Option will be counted against the limits
        set
        forth in subsections (i) and (ii) above. For this purpose,
        if the
        exercise price of an Option is reduced, the transaction will be treated as
        a
        cancellation of the Option and the grant of a new Option.

       

      7.    Term
        of Plan.
        Subject
        to Section 19 of the Plan, the Plan shall become effective upon its
        adoption by the Board. It shall continue in effect for a term of ten (10)
        years
        unless terminated earlier under Section 15 of the Plan.

       

      8.    Term
        of Option.
        The
        term of each Option shall be stated in the Option Agreement. In the case
        of an
        Incentive Stock Option, the term shall be ten (10) years from the date of
        grant
        or such shorter term as may be provided in the Option Agreement. Moreover,
        in
        the case of an Incentive Stock Option granted to an Optionee who, at the
        time
        the Incentive Stock Option is granted, owns stock representing more than
        ten
        percent (10%) of the total combined voting power of all classes of stock
        of the
        Company or any Parent or Subsidiary, the term of the Incentive Stock Option
        shall be five (5) years from the date of grant or such shorter term as may
        be
        provided in the Option Agreement.

       

      9.    Option
        Exercise Price and Consideration.

       

      (a)  Exercise
        Price.
        The per
        share exercise price for the Shares to be issued pursuant to exercise of
        an
        Option shall be determined by the Administrator, subject to the
        following:

       

      (i)  In
        the
        case of an Incentive Stock Option

       

      (A)  granted
        to an Employee who, at the time the Incentive Stock Option is granted, owns
        stock representing more than ten percent (10%) of the voting power of all
        classes of stock of the Company or any Parent or Subsidiary, the per Share
        exercise price shall be no less than 110% of the Fair Market Value per Share
        on
        the date of grant.

       

      (B)  granted
        to any Employee other than an Employee described in paragraph (A)
        immediately above, the per Share exercise price shall be no less than 100%
        of
        the Fair Market Value per Share on the date of grant.

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

      (ii)  In
        the
        case of a Nonstatutory Stock Option, the per Share exercise price shall be
        determined by the Administrator. In the case of a Nonstatutory Stock Option
        intended to qualify as “performance-based compensation” within the meaning of
        Section 162(m) of the Code, the per Share exercise price shall be
        no less
        than 100% of the Fair Market Value per Share on the date of grant.

       

      (iii)  Notwithstanding
        the foregoing, Options may be granted with a per Share exercise price of
        less
        than 100% of the Fair Market Value per Share on the date of grant pursuant
        to a
        merger or other corporate transaction.

       

      (b)  Waiting
        Period and Exercise Dates.
        At the
        time an Option is granted, the Administrator shall fix the period within
        which
        the Option may be exercised and shall determine any conditions that must
        be
        satisfied before the Option may be exercised.

       

      (c)  Form
        of Consideration.
        The
        Administrator shall determine the acceptable form of consideration for
        exercising an Option, including the method of payment. In the case of an
        Incentive Stock Option, the Administrator shall determine the acceptable
        form of
        consideration at the time of grant. Such consideration may consist entirely
        of:

       

      (i)  cash;

       

      (ii)  check;

       

      (iii)  promissory
        note;

       

      (iv)  other
        Shares which (A) in the case of Shares acquired upon exercise of an
        option,
        have been owned by the Optionee for more than six months on the date of
        surrender, and (B) have a Fair Market Value on the date of surrender
        equal
        to the aggregate exercise price of the Shares as to which said Option shall
        be
        exercised;

       

      (v)  consideration
        received by the Company under a cashless exercise program implemented by
        the
        Company in connection with the Plan;

       

      (vi)  a
        reduction in the amount of any Company liability to the Optionee, including
        any
        liability attributable to the Optionee’s participation in any Company-sponsored
        deferred compensation program or arrangement;

       

      (vii)  any
        combination of the foregoing methods of payment; or

       

      (viii)  such
        other consideration and method of payment for the issuance of Shares to the
        extent permitted by Applicable Laws.

       

      10.    Exercise
        of Option.

       

      (a)  Procedure
        for Exercise; Rights as a Shareholder.
        Any
        Option granted hereunder shall be exercisable according to the terms of the
        Plan
        and at such times and under such conditions as determined by the Administrator
        and set forth in the Option Agreement. Unless the Administrator provides
        otherwise, vesting of Options granted hereunder shall be tolled during any
        unpaid leave of absence. An Option may not be exercised for a fraction of
        a
        Share.

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      An
        Option
        shall be deemed exercised when the Company receives: (i) written or
        electronic notice of exercise (in accordance with the Option Agreement) from
        the
        person entitled to exercise the Option, and (ii) full payment for
        the
        Shares with respect to which the Option is exercised. Full payment may consist
        of any consideration and method of payment authorized by the Administrator
        and
        permitted by the Option Agreement and the Plan. Shares issued upon exercise
        of
        an Option shall be issued in the name of the Optionee or, if requested by
        the
        Optionee, in the name of the Optionee and his or her spouse. Until the Shares
        are issued (as evidenced by the appropriate entry on the books of the Company
        or
        of a duly authorized transfer agent of the Company), no right to vote or
        receive
        dividends or any other rights as a shareholder shall exist with respect to
        the
        Optioned Stock, notwithstanding the exercise of the Option. The Company shall
        issue (or cause to be issued) such Shares promptly after the Option is
        exercised. No adjustment will be made for a dividend or other right for which
        the record date is prior to the date the Shares are issued, except as provided
        in Section 13 of the Plan.

       

      Exercising
        an Option in any manner shall decrease the number of Shares thereafter
        available, both for purposes of the Plan and for sale under the Option, by
        the
        number of Shares as to which the Option is exercised.

       

      (b)  Termination
        of Relationship as a Service Provider.
        If an
        Optionee ceases to be a Service Provider, other than upon the Optionee’s death
        or Disability, the Optionee may exercise his or her Option within such period
        of
        time as is specified in the Option Agreement to the extent that the Option
        is
        vested on the date of termination (but in no event later than the expiration
        of
        the term of such Option as set forth in the Option Agreement). In the absence
        of
        a specified time in the Option Agreement, the Option shall remain exercisable
        for ninety (90) days following the Optionee’s termination. If, on the date of
        termination, the Optionee is not vested as to his or her entire Option, the
        Shares covered by the unvested portion of the Option shall revert to the
        Plan,
        unless otherwise provided for in the Option Agreement. If, after termination,
        the Optionee does not exercise his or her Option within the time specified
        by
        the Administrator, the Option shall terminate, and the Shares covered by
        such
        Option shall revert to the Plan.

       

      (c)  Disability
        of Optionee.
        If an
        Optionee ceases to be a Service Provider as a result of the Optionee’s
        Disability, the Optionee may exercise his or her Option within such period
        of
        time as is specified in the Option Agreement to the extent the Option is
        vested
        on the date of termination (but in no event later than the expiration of
        the
        term of such Option as set forth in the Option Agreement). In the absence
        of a
        specified time in the Option Agreement, the Option shall remain exercisable
        for
        six (6) months following the Optionee’s termination. If, on the date of
        termination, the Optionee is not vested as to his or her entire Option, the
        Shares covered by the unvested portion of the Option shall revert to the
        Plan.
        If, after termination, the Optionee does not exercise his or her Option within
        the time specified herein, the Option shall terminate, and the Shares covered
        by
        such Option shall revert to the Plan.

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

       

      (d)  Death
        of Optionee.
        If an
        Optionee dies while a Service Provider, the Option may be exercised within
        such
        period of time as is specified in the Option Agreement (but in no event later
        than the expiration of the term of such Option as set forth in the Notice
        of
        Grant), by the Optionee’s estate or by a person who acquires the right to
        exercise the Option by bequest or inheritance, but only to the extent that
        the
        Option is vested on the date of death. In the absence of a specified time
        in the
        Option Agreement, the Option shall remain exercisable for six (6)
        months
        following the Optionee’s date of death. If an Optionee dies while a Service
        Provider, then any of Optionee’s Options that are not yet exercisable and vested
        on the date of death of the Optionee shall immediately become one hundred
        percent (100%) vested and exercisable. The Option may be exercised by the
        executor or administrator of the Optionee’s estate or, if none, by the person(s)
        entitled to exercise the Option under the Optionee’s will or the laws of descent
        or distribution. If the Option is not so exercised within the time specified
        herein, the Option shall terminate, and the Shares covered by such Option
        shall
        revert to the Plan.

       

      (e)  Buyout
        Provisions.
        The
        Administrator may at any time offer to buy out for a payment in cash or Shares
        an Option previously granted based on such terms and conditions as the
        Administrator shall establish and communicate to the Optionee at the time
        that
        such offer is made.

       

      11.    Stock
        Purchase Rights.

       

      (a)  Rights
        to Purchase.
        Stock
        Purchase Rights may be issued either alone, in addition to, or in tandem
        with
        other awards granted under the Plan and/or cash awards made outside of the
        Plan.
        After the Administrator determines that it will offer Stock Purchase Rights
        under the Plan, it shall advise the offeree in writing or electronically,
        by
        means of a Notice of Grant, of the terms, conditions and restrictions related
        to
        the offer, including the number of Shares that the offeree shall be entitled
        to
        purchase, the price to be paid, and the time within which the offeree must
        accept such offer. The offer shall be accepted by execution of a Restricted
        Stock Purchase Agreement in the form determined by the
        Administrator.

       

      (b)  Repurchase
        Option.
        Unless
        the Administrator determines otherwise, the Restricted Stock Purchase Agreement
        shall grant the Company a repurchase option exercisable upon the voluntary
        or
        involuntary termination of the purchaser’s service with the Company for any
        reason (including death or Disability). The purchase price for Shares
        repurchased pursuant to the Restricted Stock Purchase Agreement shall be
        the
        original price paid by the purchaser and may be paid by cancellation of any
        indebtedness of the purchaser to the Company. The repurchase option shall
        lapse
        at a rate determined by the Administrator.

       

      (c)  Other
        Provisions.
        The
        Restricted Stock Purchase Agreement shall contain such other terms, provisions
        and conditions not inconsistent with the Plan as may be determined by the
        Administrator in its sole discretion. 

       

      (d)  Rights
        as a Shareholder.
        Once
        the Stock Purchase Right is exercised, the purchaser shall have the rights
        equivalent to those of a shareholder, and shall be a shareholder when his
        or her
        purchase is entered upon the records of the duly authorized transfer agent
        of
        the Company. No adjustment will be made for a dividend or other right for
        which
        the record date is prior to the date the Stock Purchase Right is exercised,
        except as provided in Section 13 of the Plan.

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

       

      12.    Non-Transferability
        of Options and Stock Purchase Rights.
        Unless
        determined otherwise by the Administrator, an Option or Stock Purchase Right
        may
        not be sold, pledged, assigned, hypothecated, transferred, or disposed of
        in any
        manner other than by will or by the laws of descent or distribution and may
        be
        exercised, during the lifetime of the Optionee, only by the Optionee. If
        the
        Administrator makes an Option or Stock Purchase Right transferable, such
        Option
        or Stock Purchase Right shall contain such additional terms and conditions
        as
        the Administrator deems appropriate.

       

      13.    Adjustments
        Upon Changes in Capitalization, Dissolution, Merger or Asset
        Sale.
        

       

      (a)  Changes
        in Capitalization.
        Subject
        to any required action by the shareholders of the Company, the number of
        shares
        of Common Stock covered by each outstanding Option and Stock Purchase Right,
        and
        the number of shares of Common Stock which have been authorized for issuance
        under the Plan but as to which no Options or Stock Purchase Rights have yet
        been
        granted or which have been returned to the Plan upon cancellation or expiration
        of an Option or Stock Purchase Right, as well as the price per share of Common
        Stock covered by each such outstanding Option or Stock Purchase Right, shall
        be
        proportionately adjusted for any increase or decrease in the number of issued
        shares of Common Stock resulting from a stock split, reverse stock split,
        stock
        dividend, combination or reclassification of the Common Stock, or any other
        increase or decrease in the number of issued shares of Common Stock effected
        without receipt of consideration by the Company; provided, however, that
        conversion of any convertible securities of the Company shall not be deemed
        to
        have been “effected without receipt of consideration.” Such adjustment shall be
        made by the Board, whose determination in that respect shall be final, binding
        and conclusive. Except as expressly provided herein, no issuance by the Company
        of shares of stock of any class, or securities convertible into shares of
        stock
        of any class, shall affect, and no adjustment by reason thereof shall be
        made
        with respect to, the number or price of shares of Common Stock subject to
        an
        Option or Stock Purchase Right.

       

      (b)  Dissolution
        or Liquidation.
        In the
        event of the proposed dissolution or liquidation of the Company, the
        Administrator shall notify each Optionee as soon as practicable prior to
        the
        effective date of such proposed transaction. The Administrator in its discretion
        may provide for an Optionee to have the right to exercise his or her Option
        until ten (10) days prior to such transaction as to all of the Optioned
        Stock covered thereby, including Shares as to which the Option would not
        otherwise be exercisable. In addition, the Administrator may provide that
        any
        Company repurchase option applicable to any Shares purchased upon exercise
        of an
        Option or Stock Purchase Right shall lapse as to all such Shares, provided
        the
        proposed dissolution or liquidation takes place at the time and in the manner
        contemplated. To the extent it has not been previously exercised, an Option
        or
        Stock Purchase Right will terminate immediately prior to the consummation
        of
        such proposed action.

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

       

      (c)  Change
        of Control.
        In the
        event of a Change of Control of the Company each outstanding Option and Stock
        Purchase Right shall be assumed or an equivalent option or right substituted
        by
        the successor corporation or a Parent or Subsidiary of the successor
        corporation. In the event that the successor corporation refuses to assume
        or
        substitute for the Option or Stock Purchase Right, the Optionee shall fully
        vest
        in and have the right to exercise the Option or Stock Purchase Right as to
        all
        of the Optioned Stock, including Shares as to which it would not otherwise
        be
        vested or exercisable. If an Option or Stock Purchase Right becomes fully
        vested
        and exercisable in lieu of assumption or substitution in the event of a Change
        of Control, the Administrator shall notify the Optionee in writing or
        electronically that the Option or Stock Purchase Right shall be fully vested
        and
        exercisable for a period of fifteen (15) days from the date of such
        notice,
        and the Option or Stock Purchase Right shall terminate upon the expiration
        of
        such period. For the purposes of this paragraph, the Option or Stock Purchase
        Right shall be considered assumed if, following the Change of Control, the
        option or right confers the right to purchase or receive, for each Share
        of
        Optioned Stock subject to the Option or Stock Purchase Right immediately
        prior
        to the Change of Control, the consideration (whether stock, cash, or other
        securities or property) received in the Change of Control by holders of Common
        Stock for each Share held on the effective date of the transaction (and if
        holders were offered a choice of consideration, the type of consideration
        chosen
        by the holders of a majority of the outstanding Shares); provided, however,
        that
        if such consideration received in the Change of Control is not solely common
        stock of the successor corporation or its Parent, the Administrator may,
        with
        the consent of the successor corporation, provide for the consideration to
        be
        received upon the exercise of the Option or Stock Purchase Right, for each
        Share
        of Optioned Stock subject to the Option or Stock Purchase Right, to be solely
        common stock of the successor corporation or its Parent equal in fair market
        value to the per share consideration received by holders of Common Stock
        in the
        Change of Control.

       

      (d)  Change
        of Control.
        In the
        event of a Change of Control of the Company (as such term is defined in
        paragraph (f) below), then any Options outstanding upon the date of
        such
        Change of Control that are not yet exercisable and vested on such date shall
        have their vesting accelerated as to an additional twenty-five percent (25%)
        of
        the unvested Shares subject to such Options as of the date of such Change
        of
        Control, and such Stock Options shall continue to otherwise vest, (subject
        to
        (i) Optionee remaining in Continuous Status as an Employee or Consultant,
        and (ii) accelerated vesting as provided for in Sections 13(c) or
        13(e) of
        this Plan) at the same rate and as to the same number of Shares per vesting
        period as immediately prior to the Change of Control. For example, if an
        Optionee holds an Option that is fifty percent (50%) vested immediately prior
        to
        the date of a Change of Control, which Option ordinarily vests so as to be
        one
        hundred percent (100%) vested four years after the date of grant (subject
        to
        Optionee maintaining his or her Continuous Status as an Employee or Consultant),
        the Option would, upon the date of the Change of Control, become vested as
        to an
        additional twelve and one-half percent (12.5%) of the total number of Shares
        covered by the Option (that is, twenty-five percent (25%) of the fifty percent
        (50%) that remained unvested as of the date of the Change of Control). The
        Option would resume vesting (subject to (i) Optionee maintaining his
        or her
        Continuous Status as an Employee or Consultant, and (ii) accelerated
        vesting as provided for in Sections 13(c) or 13(e) of this Plan) so as to
        be one
        hundred percent (100%) vested three and one-half (3 1⁄2) years following the date
        of grant. On the twelve month anniversary date (the “Anniversary Date”)
        following the date of the Change of Control each Service Provider who is
        an
        Optionee shall have twenty-five percent (25%) of the unvested Shares
        subject to such Options as of the Anniversary Date accelerated, provided,
        however, that such Optionee was a Service Provider on the date the Change
        of
        Control occurred and is a Service Provider on the Anniversary Date. For purposes
        of this Section 13(d), any acceleration applies only to options that
        have
        not expired.

       

      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

       

      (e)  In
        the
        event an Optionee is involuntarily terminated without Cause within
        twelve (12) months following a Change of Control of the Company (as
        such
        terms are defined in Section 13(f) below), then any unexpired Options
        outstanding upon the date of such Change of Control that are not yet exercisable
        and vested on such date shall become one hundred percent (100%) exercisable
        and
        vested. Notwithstanding the foregoing, (unless Optionee is party to a duly
        authorized written agreement with the Company providing otherwise) this Plan
        does not constitute a contract of employment or impose on the Company any
        obligation to retain the Optionee, or to change the Company's policies regarding
        termination of employment or other provision of services. The employment
        of
        Optionees who are Employees is and shall continue to be at-will, as defined
        under applicable law, and may be terminated at any time, with or without
        cause.

       

      (f)  Definitions.

       

      (i)  Change
        of Control.
        For
        purposes of this Section, a “Change of Control” means the occurrence of any of
        the following:

       

      (A)  When
        any
“person,” as such term is used in Sections 13(d) and 14(d) of the Securities
        Exchange Act (other than Adaptec, Inc., the Company, a Subsidiary or a Company
        employee benefit plan, including any trustee of such plan acting as trustee)
        is
        or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
        Exchange Act), directly or indirectly, of securities of the Company representing
        fifty percent (50%) or more of the combined voting power of the Company’s then
        outstanding securities; 

       

      (B)  A
        change
        in the composition of the Board (excluding a change caused by Adaptec, Inc.)
        occurring within a two-year period, as a result of which fewer than a majority
        of the directors are Incumbent Directors. “Incumbent Directors” shall mean
        directors who either (I) are directors of the Company as of the date
        hereof, or (II) are appointed elected, or nominated for election,
        to the
        Board with the affirmative votes of at least a majority of the Incumbent
        Directors at the time of such appointment election or nomination (but shall
        not
        include an individual whose election or nomination is in connection with
        an
        actual or threatened proxy contest relating to the election of directors
        to the
        Company);

       

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

       

      (C)  The
        consummation of a merger or consolidation of the Company with any other
        corporation, other than a merger or consolidation which would result in the
        voting securities of the Company outstanding immediately prior thereto
        continuing to represent (either by remaining outstanding or by being converted
        into voting securities of the surviving entity) at least fifty percent (50%)
        of
        the total voting power represented by the voting securities of the Company
        or
        such surviving entity outstanding immediately after such merger or
        consolidation; or

       

      (D)  The
        consummation of the sale or disposition by the Company of all or substantially
        all the Company’s assets.

       

      (ii)  Cause.
        For
        purposes of this Section 13, “Cause” shall mean (A) any act of
        personal dishonesty taken by the Optionee in connection with his
        responsibilities as a service provider to the Company and intended to result
        in
        substantial personal enrichment of the Optionee, (B) the Optionee’s
        conviction of a felony, or (C) a willful act by the Optionee which
        constitutes gross misconduct and which is injurious to the Company, or
        (D) continued substantial violations by the Optionee of the Optionee’s
        duties to the Company which are demonstrably willful and deliberate on the
        Optionee’s part after there has been delivered to the Optionee a written demand
        for performance from the Company which specifically sets forth the factual
        basis
        for the Company’s belief that the Optionee has committed continued substantial
        violations of his or her duties.

       

      (g)  Golden
        Parachute Excise Tax Vesting Acceleration Limitation.
        Notwithstanding any other provision of this Plan, in the event that the vesting
        acceleration provided for in this Plan or amounts or benefits otherwise payable
        to an Optionee (i) constitute “parachute payments” within the meaning of
        Section 280G of the Code, and (ii) but for this Section, would
        be
        subject to the excise tax imposed by Section 4999 of the Code (the
“Excise
        Tax”), then the Optionee’s accelerated vesting hereunder shall be
        either

       

      (i)  made
        in
        full, or

       

      (ii)  made
        as
        to such lesser extent as would result in no portion of such acceleration,
        amounts or benefits being subject to the Excise Tax,

       

      whichever
        of the foregoing amounts, taking into account the applicable federal, state
        and
        local income taxes and the Excise Tax, results in the receipt by the Optionee
        on
        an after-tax basis, of the greatest amount of severance benefits,
        notwithstanding that all or some portion of such severance benefits may be
        taxable under Section 4999 of the Code. Unless the Company and the
        Optionee
        otherwise agree in writing, any determination required under this
        Section shall be made in writing in good faith by the accounting firm
        serving as the Company’s independent public accountants immediately prior to the
        Change of Control (the “Accountants”). In the event of a reduction in benefits
        hereunder, the Optionee shall be given the choice of which benefits to reduce.
        For purposes of making the calculations required by this Section, the
        Accountants may make reasonable assumptions and approximations concerning
        applicable taxes and may rely on reasonable, good faith interpretations
        concerning the application of Sections 280G and 4999 of the Code. The Company
        and the Optionee shall furnish to the Accountants such information and documents
        as the Accountants may reasonably request in order to make a determination
        under
        this Section. The Company shall bear all costs the Accountants may reasonably
        incur in connection with any calculations contemplated by this
        Section.

       

      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

       

      14.    Date
        of Grant.
        The
        date of grant of an Option or Stock Purchase Right shall be, for all purposes,
        the date on which the Administrator makes the determination granting such
        Option
        or Stock Purchase Right, or such other later date as is determined by the
        Administrator. Notice of the determination shall be provided to each Optionee
        within a reasonable time after the date of such grant.

       

      15.    Amendment
        and Termination of the Plan.

       

      (a)  Amendment
        and Termination.
        The
        Board may at any time amend, alter, suspend or terminate the Plan. 

       

      (b)  Shareholder
        Approval.
        The
        Company shall obtain shareholder approval of any Plan amendment to the extent
        necessary and desirable to comply with Applicable Laws. 

       

      (c)  Effect
        of Amendment or Termination.
        No
        amendment, alteration, suspension or termination of the Plan shall impair
        the
        rights of any Optionee, unless mutually agreed otherwise between the Optionee
        and the Administrator, which agreement must be in writing and signed by the
        Optionee and the Company. Termination of the Plan shall not affect the
        Administrator’s ability to exercise the powers granted to it hereunder with
        respect to Options granted under the Plan prior to the date of such
        termination.

       

      16.    Conditions
        Upon Issuance of Shares.

       

      (a)  Legal
        Compliance.
        Shares
        shall not be issued pursuant to the exercise of an Option or Stock Purchase
        Right unless the exercise of such Option or Stock Purchase Right and the
        issuance and delivery of such Shares shall comply with Applicable Laws and
        shall
        be further subject to the approval of counsel for the Company with respect
        to
        such compliance.

       

      (b)  Investment
        Representations.
        As a
        condition to the exercise of an Option or Stock Purchase Right, the Company
        may
        require the person exercising such Option or Stock Purchase Right to represent
        and warrant at the time of any such exercise that the Shares are being purchased
        only for investment and without any present intention to sell or distribute
        such
        Shares if, in the opinion of counsel for the Company, such a representation
        is
        required.

       

      17.    Inability
        to Obtain Authority.
        The
        inability of the Company to obtain authority from any regulatory body having
        jurisdiction, which authority is deemed by the Company’s counsel to be necessary
        to the lawful issuance and sale of any Shares hereunder, shall relieve the
        Company of any liability in respect of the failure to issue or sell such
        Shares
        as to which such requisite authority shall not have been obtained.

       

      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      

       

      18.    Reservation
        of Shares.
        The
        Company, during the term of this Plan, will at all times reserve and keep
        available such number of Shares as shall be sufficient to satisfy the
        requirements of the Plan.

       

      19.    Shareholder
        Approval.
        The
        Plan shall be subject to approval by the shareholders of the Company within
        twelve (12) months after the date the Plan is adopted. Such shareholder approval
        shall be obtained in the manner and to the degree required under Applicable
        Laws.. 

       

      20.    Outside
        Director Options.
        This
        Section 20 is effective with respect to automatic grants of Stock Purchase
        Rights to Outside Directors on and after October 24, 2005. For automatic
        grants
        to Outside Directors prior to such date, see the version of this Plan in
        effect
        at the time of such grant. The grants of Stock Purchase Rights called for
        under
        this Section 20 shall be automatic and, to the maximum extent possible,
        self-effectuating. 

       

      (a)  Participation.
        Grants
        of Stock Purchase Rights under this Section 20 shall be made only to Outside
        Directors. An “Outside Director” is a Director who is not an Employee. Stock
        Purchase Rights granted under this Section 20 shall be evidenced by a Director
        Restricted Stock Award Agreement substantially in the form of Appendix A
        hereto.

       

      (b)  Automatic
        Stock Purchase Right Grants.
        

       

      (i)  Each
        Outside Director who takes office following October 24,
        2005 shall automatically be granted (without further action by the
        Board or
        a Committee) 12,500 Stock Purchase Rights (or, in the case of an Outside
        Director who, as of the date he or she first becomes an Outside Director,
        is the
        chairman of the Board, the chairman of the compensation committee of the
        Board,
        the chairman of the audit committee of the Board or the chairman of the
        nominating and corporate governance committee of the Board, the grant will
        cover
        15,000 Stock Purchase Rights) on the date on which such person first becomes
        an
        Outside Director, whether through election by the stockholders of the Company
        or
        appointment by the Board to fill a vacancy; provided, however, that a member
        of
        the Board who is also an Employee but who ceases to be an Employee shall
        not be
        eligible for a grant of Stock Purchase Rights pursuant to this clause
        (i).

       

      (ii)  Each
        Outside Director shall automatically be granted (without further action by
        the
        Board or a Committee) 3,125 Stock Purchase Rights (or, in the case of an
        Outside
        Director who, as of the applicable grant date of the Option, is the chairman
        of
        the Board, the chairman of the compensation committee of the Board, the chairman
        of the audit committee of the Board or the chairman of the nominating and
        corporate governance committee of the Board, the grant will cover 3,750 Stock
        Purchase Rights, not 3,125 Stock Purchase Rights) on January 1 of each year
        during the term of the Plan, commencing with January 1, 2006, provided he
        or she
        is then an Outside Director and as of such date of grant he or she shall
        have
        served on the Board for at least the preceding six (6) months.

       

      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      

       

      (c)  Share
        Limit.
        Grants
        that would otherwise exceed the maximum number of Shares under Section 3
        shall
        be prorated within such limitation. 

       

      (d)  Vesting.
        Shares
        of Restricted Stock acquired on exercise of Stock Purchase Rights granted
        under
        this Section 20 shall become vested on a quarterly basis as follows: 6.25%
        of
        the total number of shares of such Restricted Stock shall vest on each
        three-month anniversary of the date such shares were acquired so that the
        Restricted Stock is scheduled to become fully vested on the fourth anniversary
        of the date such shares were acquired; provided, in the case of each vesting
        date, that the Outside Director has continued as a member of the Board through
        such date. If the Restricted Stock is acquired on the 29th, 30th, or 31st
        of a
        month and a three-month anniversary of such date is scheduled to occur in
        a
        month that does not contain 29, 30, or 31 days, as applicable, the applicable
        installment of the Restricted Stock shall instead be deemed to vest on the
        last
        day of the relevant month. 

       

      (e)  Repurchase
        Option.
        Upon a
        termination of the Outside Director’s service as a member of the Board, the
        Company shall have the right (but not the obligation) to repurchase any shares
        of the Outside Director’s Restricted Stock that are not then vested. The
        purchase price for Restricted Stock repurchased pursuant to this Section
        20(e)
        shall be the original price paid by the Outside Director and may be paid
        by
        cancellation of any indebtedness of the purchaser to the Company. 

       

      (f)  Transferability.
        Stock
        Purchase Rights granted pursuant to this Section 20 shall be subject to the
        transfer limitations set forth in Section 12.

       

      (g)  Adjustments;
        Dissolution or Liquidation; Change of Control.
        

       

      (i)  Stock
        Purchase Rights granted under this Section 20 shall be subject to adjustment
        as
        provided in Section 13(a). 

       

      (ii)  Stock
        Purchase Rights granted under this Section 20 shall be subject to the
        accelerated vesting, termination, and other dissolution or liquidation
        provisions of Section 13(b). 

       

      (iii)  Stock
        Purchase Rights granted under this Section 20 that are outstanding immediately
        prior to a Change of Control (as such term is defined for purposes of Section
        13) shall thereupon become fully vested. 

       

      (iv)  The
        accelerated vesting provisions of clauses (ii) and (iii) above are subject
        to
        the golden parachute excise tax provisions of Section 13(g).

       

      
        
          
          

        

        -17-