ADVANCED DITIGAL INFORMATION CORP


 

 

 

 

	 
	ADIC-ROCKSOFT EMPLOYEE RETENTION POOL SHARE PLAN 
    
	   
	PLAN
      RULES 
	  


 

 

 

 

 






	TABLE OF
      CONTENTS 
	  
	1. 	         	DEFINITIONS AND INTERPRETATION  	1 
	2.
    		PURPOSE OF
      THE PLAN  	4
    
	3. 		OPERATION OF THE PLAN  	4 
	4.
    		CUSTODIAN  	4
    
	5. 		HOW THE PLAN WORKS  	4 
	6.
    		SHARES AND
      ACCRETIONS  	5
    
	7. 		TERMINATION OR SUSPENSION OF THE PLAN  	5 
	8.
    		CONNECTION
      WITH OTHER SCHEMES  	6
    
	9. 		RELATIONSHIP OF THE COMPANY, ROCKSOFT AND
      PARTICIPANTS  	6 
	10.
    		LIABILITY  	6
    
	11. 	 	ADMINISTRATION OF THE PLAN  	6 
	12.
    		LISTING RULES
      AND OTHER LAWS  	7
    
	13. 		NOTICES  	7 
	14.
    		GOVERNING
      LAW  	8
    






ADVANCED DITIGAL INFORMATION
CORP
("COMPANY") 

ADIC-ROCKSOFT EMPLOYEE RETENTION POOL
SHARE PLAN 

PLAN RULES 

	1.	DEFINITIONS AND
      INTERPRETATION
	       	  
	1.1	Definitions
	 
	 	In these
      Rules, unless something else is clearly intended:
	 
	 	"Accretion" means any accretion, dividend, distribution,
      entitlement, benefit or right of whatever kind whether cash or otherwise
      which is issued, declared, paid, made, arises or accrues directly or
      indirectly to, or in respect of, a Share, including any such entitlement
      relating to a subdivision, consolidation or other reconstruction,
      Entitlements Offer or distribution from any reserve of the Company and any
      reduction of capital.
	 
	 	"AUD" means Australian dollars.
	 
	 	"Board" means the board of directors of the Company or a committee
      appointed by the Board.
	 
	 	"Bonus Shares" means the shares in respect of the Plan Shares issued
      as part of a bonus issue to security holders of the Company.
	 
	 	"Custodian" means the custodian appointed from time to time by the
      Company in accordance with Rule 4 to hold the Plan Shares in accordance
      with these Rules.
	 
	 	"Corporations Act" means the Corporations Act 2001 (Commonwealth of
      Australia).
	 
	 	"Effective Date" has the meaning set out in the Implementation
      Deed.
	 
	 	"Employee" means a person who is a permanent full-time or
      permanent part-time employee of the Company or Rocksoft.
	 
	 	"Entitlements
      Offer" means an offer made by the
      Company to subscribe for, or otherwise acquire, issued or unissued
      securities, whether of the Company or any other body.
	 
	 	"Event" means:
	 
	 	(a)	      	a takeover bid or
      proposal for control of the Company is made to the holders of Shares which
      is recommended for acceptance by the Board and is free from all
      conditions;
	 
	 	(b)		pursuant to an
      application made to the Court, the Court orders a meeting to be held in
      relation to a proposed compromise or arrangement for the purpose of, or in
      connection with, a scheme for the reconstruction of the Company or its
      amalgamation with any other company;


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		(c)	the Company passes a
      resolution for voluntary winding up;
		          	 
		(d)	an order is made for
      the compulsory winding up of the Company; or
		 
		(e)	a determination by the
      Board that there are circumstances which have occurred, or are likely to
      occur, which will result in significant changes to the structure or
      control of the Company which may adversely affect the rights or value of
      benefits to Participants under the Plan.
		 	  
		
      "Implementation Agreement" means
      the Implementation Agreement between Rocksoft and the Company dated March
      14, 2006, as amended. 

      "Listing Rules" means the listing
      rules of NASDAQ and any other rules of NASDAQ which are applicable while
      the Company is admitted to the official list of NASDAQ, each as amended or
      replaced from time to time, except to the extent of any express written
      waiver by NASDAQ. 

      "Plan Expenses" means all
      expenses, outgoings, costs and charges incurred in establishing and
      operating the Plan and includes any amount of income or other tax payable
      by the Company in relation to the Plan. 

      "Retention Amount" means the AUD
      equivalent of USD $2,000,000, using the AUD/USD exchange rate as published
      by the Reserve Bank of Australia as at the date of the Implementation
      Agreement. 

      "Plan Shares" means:
    

		  
		(a)	Shares held by the Custodian
      under the Plan, being shares which rank equally for all purposes with the
      Shares; and
			  
		(b)	Shares which are deemed to be
      Plan Shares by virtue of Rule 6.
			  
		
      "Proportional Plan Shares" means
      the proportion of Plan Shares, as set out in the Schedule and as amended
      from time to time pursuant to Rule 5.2, which a Participant may receive
      pursuant to these Rules. 

      "Rocksoft" means Rocksoft Limited
      (ABN 47 008 280 153). 

      "Participants" means the
      participants of the Plan, being the persons listed in the Schedule.
      

      "Plan" means the ADIC-Rocksoft
      Employee Retention Pool Share Plan constituted by these Rules. 

      "Rules" means these rules of the
      Plan, as amended from time to time. 

      "Shares" means fully paid shares
      of common stock of the
Company.1


____________________

1 In connection
with the consummation of the merger of ADIC and Quantum Corporation on August
22, 2006, "Shares" was revised to mean shares of common stock of Quantum
Corporation.
2





		"Transfer Date" means the earliest
      of the date that:
	          		 
	 	(a)	is 3 years
      after the Effective Date; and
	 
	 	(b)	the
      occurrence of an Event.
	 
	 	"USD" means United States dollars.
	 
	1.2	Interpretation
	 
	 	In these
      Rules, unless something else is clearly intended:
	 
	 	(a)	a reference
      to these Rules is a reference to these Rules as amended, varied, novated,
      supplemented or replaced from time to time;
	 
	 	(b)	a reference
      to any legislation or any provision of any legislation
  includes:
	 
	 	 	(i)	all regulations,
      orders or instruments issued under the legislation or provision;
    and
	 
	 	 	(ii)	any modification,
      consolidation, amendment, re-enactment, replacement or codification of
      such legislation or provision;
	 
	 	(c)	words or
      expressions:
	 
	 	 	(i)	importing the singular
      include the plural and vice versa;
	 
	 	 	(ii)	importing a gender
      include the other genders;
	 
	 	 	(iii)	denoting persons
      include corporations, firms, unincorporated bodies, authorities and
      instrumentalities;
	 
	 	(d)	a reference
      to a party to these Rules includes that party's executors, administrators,
      successors and permitted assigns;
	 
	 	(e)	where a word
      or phrase is defined or given meaning, any other part of speech or
      grammatical form has a corresponding meaning;
	 
	 	(f)	a reference
      to a Rule number or Schedule is a reference to a Rule or Schedule in these
      Rules;
	 
	 	(g)	the
      Schedules to these Rules form part of these Rules and have effect as if
      set out in full in these Rules;
	 
	 	(h)	any heading
      or table of contents is for convenience only and does not affect the
      interpretation of these Rules;
	 
	 	(i)	where an act
      would be required to be done, or a time limit or period would expire, on a
      day which is not a business day, the act may be done, or the limit or
      period will expire, on the following business day;
	 	          	          	 
	 	(j)	a reference
      to any thing (including to any right) includes a part of that
    thing;


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		(k)	a right includes any
      remedy, privilege, authority or power;
	         
      	         
      	 
		(l)	where a consent or
      approval is required under these Rules, the requirement will, unless
      something else is clearly intended, mean the prior written consent or
      approval; and
		 
		(m)	wherever used in these
      Rules, the expressions "including", "such as" and similar expressions
      shall not imply any limitation.



	2.	PURPOSE OF THE PLAN
	         
      	
	
      The Plan provides Participants
      with an opportunity to receive Shares.

	 
	3.	OPERATION OF
      THE PLAN



	3.1	The Plan
      commences on the Effective Date.
	         
      	         
      	 
	3.2	The Plan
      must be operated in accordance with these Rules which bind the Company and
      each Participant.
	 
	3.3	The Company
      must pay all Plan Expenses.
	 
	4.	CUSTODIAN
	 
	4.1	The Company
      shall appoint from time to time a person willing to act as the Custodian
      to hold the Plan Shares in accordance with these Rules.
	 
	4.2	The Company
      must enter into an agreement with the Custodian relating to the
      Custodian's appointment under these Rules.
	 
	4.3	Subject to
      the agreement between the Company and the Custodian, the Company may
      replace the Custodian with another Custodian from time to
  time.
	 
	5.	HOW THE PLAN
      WORKS
	 
	5.1	Application of Retention Amount
	 
	 	On the
      Effective Date, the Company must pay the Retention Amount to the Custodian
      and cause the Custodian to apply the Retention Amount to
  acquire:
	 
	 	(a)	Shares in the ordinary
      course of trading on the market conducted by NASDAQ; and/or
	 
	 	(b)	new Shares issued by
      the Company.


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	5.2	Cessation
      of Employment
	         
      	         
      	         
      	
	 	If a
      Participant ceases to be an Employee prior to the Transfer Date, the
      Company will adjust the Proportional Plan Shares accordingly.
	 
	5.3	Transfer
      of Plan Shares
	 
	 	(a)	The Company
      will arrange for the transfer of the Proportional Plan Shares from the
      Custodian to a Participant on the Transfer Date only if the
      Participant:
	 
	 	 	(i)	has been an Employee
      at all times between and including the Effective Date and the Transfer
      Date;
	 
	 	 	(ii)	has not tendered their
      resignation as an Employee before or on the Transfer Date.
	 
	 	(b)	For the
      avoidance of doubt, a Participant has no entitlement to the Proportional
      Plan Shares until the Transfer Date and unless the Participant is entitled
      to receive the Proportional Plan Shares under Rule 5.3(a).
	 
	5.4	Disclosure Document
	 
	 	Should the
      issue or transfer of the Plan Shares to the Participant require the
      preparation of a disclosure document under the Corporations Act, the
      Company will, in lieu of the issue or transfer of the Plan Shares to the
      Participant, arrange for the payment to the Participant of cash equivalent
      (in USD) to the value of the Proportional Plan Shares that the Participant
      is entitled to on the Transfer Date.
	 
	6.	SHARES AND
      ACCRETIONS
	 
	6.1	Bonus Shares
      and any other Shares which accrue on Plan Shares must be held by the
      Custodian under these Rules and such Shares will be deemed to be Plan
      Shares for the purposes of the Plan.
	 
	6.2	If an
      Accretion arises in respect of Plan Shares, other than Shares, the
      Custodian must realise that Accretion and use the funds to acquire further
      Shares, which will be deemed to be Plan Shares for the purposes of the
      Plan.
	 
	7.	TERMINATION
      OR SUSPENSION OF THE PLAN
	 
	7.1	The Company
      must terminate or suspend the Plan if the law or any regulatory authority
      requires that it do so.
	 
	7.2	The Plan
      must be immediately terminated if an order is made or an effective
      resolution is passed for the winding up of the Company, other than for the
      purpose of amalgamation or reconstruction.


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	8.	CONNECTION
      WITH OTHER SCHEMES
	 
	8.1	The Company
      is not restricted to using the Plan as the only method of providing
      incentive rewards to Employees and may approve and introduce other
      incentive schemes.
	 
	8.2	Participation in the Plan does not affect participation in any
      other incentive or other scheme of the Company unless these Rules or that
      scheme provide otherwise.
	 
	9.	RELATIONSHIP
      OF THE COMPANY, ROCKSOFT AND PARTICIPANTS
	 
	9.1	Except as
      expressly provided in these Rules, nothing in these Rules:
	 
	 	(a)	confers on any
      Participant the right to continue as an Employee;
	 
	 	(b)	confers on any
      Participant the right to receive Plan Shares;
	 
	 	(c)	affects any rights
      which the Company or Rocksoft may have to terminate the employment of a
      Participant; or
	 
	 	(d)	may be used to
      increase damages in any action brought against the Company or Rocksoft in
      respect of such termination of employment.
	 
	9.2	The
      Participants will not have any control over the operation of the Plan
      irrespective of any rights they may have under these Rules.
	 
	10.	LIABILITY
	          	          	 
	
      The Company, Rocksoft and their
      respective directors and officers are not liable for anything done or
      omitted to be done by any person with respect to anything done in
      connection with the Plan, except for the dishonesty or fraud of such
      person.




	11.	ADMINISTRATION OF THE
      PLAN
	 
	11.1	The Plan will be
      administered by the Company in accordance with these Rules.
	 
	11.2	The Company may make
      regulations for operating and administrating the Plan which are consistent
      with these Rules and may delegate necessary functions to an appropriate
      service provider capable of performing those functions and implementing
      those regulations.
	 
	11.3	Except as expressly
      provided in these Rules, where these Rules provide for a determination,
      interpretation, decision, approval or opinion of the Company, such
      determination, interpretation, decision, approval or opinion will be in
      its absolute discretion and final.
	          	 
	11.4	Subject to the law,
      any power or discretion which is conferred on the Company by these Rules
      may be exercised in the interests, or for the benefit, of the Company, and
      the Company is not, in exercising such power or discretion, under any
      fiduciary or other obligation to any other
person.


6





	11.5	The Company
      may delegate such functions and powers as it considers appropriate, for
      the efficient administration of the Plan, to a committee.
	 
	11.6	The Company
      may take and rely upon independent professional or expert advice in, or in
      relation to, the exercise of any of its powers or discretions under these
      Rules.
	 
	11.7	The Company
      may each require a Participant to complete and return such other
      documents:
	 
	 	(a)	as may be required by
      law to be completed by the Participant; or
	 
	 	(b)	which the Company
      considers should, for legal or regulatory or taxation reasons, be
      completed by the Participant.
	          	          	 
	12.	LISTING RULES
      AND OTHER LAWS
	 
	12.1	These Rules
      and the Participants' entitlements under the Plan are subject to the
      Listing Rules and any other applicable laws.
	 
	12.2	Notwithstanding any other Rule, every provision that is required to
      be included in these Rules in order for these Rules to comply with the
      Listing Rules or any other applicable law is deemed to be contained in
      these Rules.
	 
	12.3	To the
      extent that any provision deemed by Rule 12.2 to be contained in these
      Rules is inconsistent with any other Rule, the deemed provision will
      prevail.
	 
	13.	NOTICES
	 
	13.1	A notice
      will be deemed to be duly given:
	 
	 	(a)	on the day of delivery
      by hand or email;
	 
	 	(b)	2 days after the date
      of posting by prepaid registered post (or 7 days if sent to an address
      outside Australia); or
	 
	 	(c)	if sent by facsimile,
      when the answer back or message confirmation is received,
	 
	 	as the case
      may be.
	 
	13.2	This Rule 13
      is in addition to any other mode of service permitted by law.
	 
	13.3	A notice or
      direction given under these Rules is validly given to a Participant if it
      is handed to the person or posted by ordinary prepaid post to the person's
      address specified in the Offer to that person.


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	13.4	A notice or
      direction given under these Rules to the Company is validly given if it is
      delivered by hand or email, posted by ordinary prepaid post or faxed to
      the address set out below:
		 
	 	Advanced Digital
      Information Corp.
	          	Street Address: 11431 Willows
      Road NE Redmond, WA 98052 
	 
	 	Mailing Address: P.O.
      Box 97057 Redmond, WA 98073-9757
	 
	 	Facsimile:
      1-425-895-3370
	 
	 	Attention: Mr Yukio
      Morikubo
	 
	 	or such other address
      as the Company may notify.
	 
	14.	GOVERNING
    LAW
	 
	14.1	These Rules must be
      governed by and construed in accordance with the laws applicable in South
      Australia.
		  
	14.2	The parties bound by these Rules
      irrevocably submit to the non-exclusive jurisdiction of the courts of
      South Australia.


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SCHEDULE 

PARTICIPANTS 

	   Name and address of
      Participant    	   Proportional Plan Shares (%)