Exhibit
10.01


 


ADAPTEC, INC.


 


Adaptec Incentive Plan Document


Fiscal Year 2006


 


1.             Plan Name and Effective Date


 


The name of
the plan is the Adaptec Incentive Plan (the “AIP”). The AIP is effective for
Adaptec’s 2006 fiscal year from April 1, 2005 through March 31, 2006
(“Fiscal Year 2006”).


 


2.             Purpose


 


The purpose of
the AIP is to provide a direct financial incentive for eligible executives,
managers and individual contributors to make a significant contribution to
Adaptec’s established goals in order to help Adaptec’s stockholders realize
increased value from their investment.


 


3.             Eligibility


 


All full or
part-time exempt employees in grade 21 and above are eligible to participate in
the AIP. All eligible employees must have worked for Adaptec at least six
months and must still be an employee of Adaptec at the time payments are made,
as discussed below, in order to qualify to participate in the AIP. Commissioned
sales employees, temporary employees and independent contractors are not
eligible to participate in the AIP.  All
Adaptec employees that are eligible to participate in the AIP are deemed to be “Participants”
in the AIP.


 


4.             Timing of AIP Payments


 


Payments that
become due under the AIP will be paid to Participants as soon as
administratively feasible after the overall budget is approved by the
Compensation Committee following the close of the second quarter of Fiscal Year
2006 or the fourth quarter of Fiscal Year 2006, as applicable.


 


5.             Funding the AIP Pool


 


The AIP
reinforces three key goals that support Adaptec’s strategic plans: achieving
Adaptec’s strategic goals, maximizing Adaptec’s revenue (“Revenue”) and
maximizing Adaptec’s Operating Profit Before Taxes (“OPBT”).  Achievement of four strategic goals accounts
for 25% of the AIP incentive pool (the “AIP Pool”), or an aggregate total
of $825,000, and will be paid to Participants if three of these four goals are
achieved, regardless of whether the financial goals are reached.  In order for the Compensation Committee to
fund the remaining 75% of the AIP Pool and in order for Participants to be


 





















 


eligible to
receive payments from this portion of the AIP Pool, Revenue and OPBT each must
meet minimum thresholds as determined by the Compensation Committee.


 


The matrix for
determining the size of the AIP Pool related to the achievement of the
financial goals for Adaptec’s Q3 and Q4 performance is set forth in Chart A.
The size of the AIP Pool related to the achievement of the financial goals will
be determined by the amount that each of Adaptec’s Revenue and OPBT related to
its DPS and DSG segments exceeds the minimum thresholds established by the
Compensation Committee: as Revenue and OPBT increase, the AIP Pool will
increase as set forth in Chart A. Revenue and OPBT are each weighted equally in
determining the size of the AIP Pool related to the achievement of these
financial goals.  In addition, the
Compensation Committee may increase or decrease the size of the AIP Pool
related to the achievement of the financial goals by 25% based on Adaptec’s
performance during Fiscal Year 2006.


 


If the Revenue
and OPBT minimum thresholds set by the Compensation Committee are both not met,
then this portion of the AIP Pool will not be established. Notwithstanding the
foregoing, in extraordinary and extenuating circumstances, the Compensation
Committee may determine to fund the AIP Pool related to the achievement of the
financial goals and make payments to Participants if Revenue and/or OPBT do not
meet the established minimum thresholds. 
In all cases, the Compensation Committee must review and approve the
funding of the AIP Pool related to the achievement of the financial goals.


 


Chart
A


 


	
  AIP Pool

  	
   

  	
  Revenue

  	
   

  	
  OPBT

  	
   

  
	
  (in millions)

  	
   

  	
  (in millions)

  	
   

  	
  (in millions)

  	
   

  
	
  $

  	
  3.792750

  	
   

  	
  A + 7.530

  	
   

  	
  B + 1.317750

  	
   

  
	
  $

  	
  3.529200

  	
   

  	
  A + 6.024

  	
   

  	
  B + 1.054200

  	
   

  
	
  $

  	
  3.265650

  	
   

  	
  A + 4.518

  	
   

  	
  B + 0.790650

  	
   

  
	
  $

  	
  3.002100

  	
   

  	
  A + 3.012

  	
   

  	
  B + 0.527100

  	
   

  
	
  $

  	
  2.738550

  	
   

  	
  A + 1.506

  	
   

  	
  B + 0.263550

  	
   

  
	
  $

  	
  2.475000

  	
   

  	
  A

  	
   

  	
  B

  	
   

  
	
  $

  	
  2.211450

  	
   

  	
  A - 1.506

  	
   

  	
  B - 0.263550

  	
   

  
	
  $

  	
  1.842480

  	
   

  	
  A - 3.012

  	
   

  	
  B - 0.421630

  	
   

  
	
  $

  	
  1.368090

  	
   

  	
  A - 4.518

  	
   

  	
  B - 0.474340

  	
   

  
	
  $

  	
  0.840990

  	
   

  	
  A - 6.024

  	
   

  	
  B - 0.474340

  	
   

  
	
  $

  	
  —

  	
   

  	
  A - 7.530

  	
   

  	
  B - 0.474340

  	
   

  



 


6.             Calculation of Payments


 


Chart B shows
the targeted incentives by a Participant’s grade/position and as a percentage
of a Participant’s base salary if Adaptec were to reach the 100% funding level
set forth in Chart A. Chart B also shows what percentage of the eligible
employee population would be targeted to receive an incentive payment.


 





















 


Chart
B


 


Participants:
AIP Payments (for six months)


 


	
  Grade/Position

  	
   

  	
  Target % of Base Salary

  	
   

  	
  Target Receiving

  	
   

  
	
  Chief
  Executive Officer

  	
   

  	
  85

  	
  %

  	
  100

  	
  %

  
	
  Chief
  Financial Officer

  	
   

  	
  60

  	
  %

  	
  100

  	
  %

  
	
  Vice
  President/General Manager

  	
   

  	
  50

  	
  %

  	
  100

  	
  %

  
	
  Vice
  President

  	
   

  	
  40

  	
  %

  	
  100

  	
  %

  
	
  31-33

  	
   

  	
  25

  	
  %

  	
  70-90

  	
  %

  
	
  29-30

  	
   

  	
  15

  	
  %

  	
  70-90

  	
  %

  
	
  27-28

  	
   

  	
  12

  	
  %

  	
  70-90

  	
  %

  
	
  24-26

  	
   

  	
  10

  	
  %

  	
  70-90

  	
  %

  
	
  21-23

  	
   

  	
  8

  	
  %

  	
  70-90

  	
  %

  



 





















 


7.             AIP Payments


 


Once the AIP
Pool amount is determined for each six-month period, the actual payment to a
Participant is based on the Participant’s performance and can range from 0 to
200% of target incentive amount. In no case will the sum of all payments exceed
the amount funded by the AIP. All payments from the AIP Pool made to Section 16(b) officers
of Adaptec will be recommended by Adaptec’s CEO and will be reviewed by the
Compensation Committee. In addition, the Compensation Committee will approve
the CEO’s payment from the AIP Pool.