10-K March 31 2007 Exhibit 10.47





                                                                EXHIBIT 10.47


ADAPTEC, INC.


INDEMNIFICATION AGREEMENT


 

This Indemnification Agreement ("Agreement") is effective as of _______________, 20__, by and between Adaptec, Inc., a
Delaware corporation (the "Company" or "Adaptec Delaware"), and _____________ (Name) ("Indemnitee").

WHEREAS, in order to induce Indemnitee to provide, or continue to provide, services to the Company, the Company wishes to
provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

WHEREAS, Indemnitee does not regard the current protection available as adequate under the present circumstances, and the
Indemnitee and other directors, officers, employees, agents and fiduciaries of the Company may not be willing to continue to serve in
such capacities without additional protection;

WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for the Company's
directors, officers, employees, agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions
in the coverage of such insurance;

WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting
directors, officers, employees, agents and fiduciaries to expensive litigation risks at the same time as the availability and coverage of
liability insurance has been severely limited; and

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance
expenses on behalf of, Indemnitee to the fullest extent permitted by applicable law so that Indemnitee will serve or continue to serve the
Company free from undue concern that he or she will not be so indemnified.

NOW, THEREFORE, in consideration of the foregoing and Indemnitee's agreement to provide, or continue to provide, services to
the Company, the Company and Indemnitee hereby agree as set forth below.

1.Certain Definitions.
(a) "Change in Control" shall mean, and shall be deemed to have occurred if, on or after the date of this Agreement, (i) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee
or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned
directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the
Company, becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company
representing more than 20% of the total voting power represented by the Company's then outstanding Voting Securities, (ii) during any
period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and
any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a
vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the
stockholders of the Company approve 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 80% 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 the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale
or disposition by the Company of (in one transaction or a series of related transactions) all or substantially all of the Company's
assets.

(b) "Claim" shall mean any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism,
or any hearing, inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit,
proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, whether formal or informal, investigative
or other.

(c) References to the "Company" shall include, in addition to Adaptec Delaware, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger to which Adaptec Delaware (or any of its wholly owned subsidiaries)
is a party which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers,
employees, agents or fiduciaries, so that if Indemnitee is or was a director, officer, employee, agent or fiduciary of such constituent
corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, agent or fiduciary of
another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same
position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with
respect to such constituent corporation if its separate existence had continued.

(d) "Expenses" shall mean any and all expenses (including attorneys' fees and all other costs, expenses and obligations incurred in
connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, to be a
witness in or to participate in, any action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation,
whether formal or informal), judgments, fines, penalties and amounts paid in settlement (if such settlement is approved in advance by
the Company, which approval shall not be unreasonably withheld) of any Claim regarding any Indemnifiable Event and any federal,
state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this
Agreement.

(e) "Expense Advance" shall mean an advance payment of Expenses to Indemnitee pursuant to Section 3(a).

(f) "Indemnifiable Event" shall mean any event or occurrence related to the fact that Indemnitee is or was a director, officer,
employee, agent or fiduciary of the Company, or any subsidiary of the Company, or is or was serving at the request of the Company as
a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by reason
of any action or inaction on the part of Indemnitee while serving in such capacity.

(g) "Independent Legal Counsel" shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section
2(b) hereof, who shall not have otherwise performed services for the Company or Indemnitee within the last three years (other than with
respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity
agreements).

(h) References to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes
assessed on Indemnitee with respect to an employee benefit plan; and references to "serving at the request of the Company" shall
include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services
by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or its beneficiaries; and
if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner "not opposed to the best interests of
the Company" as referred to in this Agreement.

(i) "Voting Securities" shall mean any securities of the Company that vote generally in the election of directors.



2.Indemnification.
(a) Indemnification of Expenses.  The Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee was
or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in,
any Claim by reason of (or arising in part out of) any Indemnifiable Event against Expenses, including all interest, assessments and
other charges paid or payable in connection with or in respect of such Expenses.  Such payment of Expenses shall be made by the
Company as soon as practicable but in any event no later than five (5) business days after written demand by Indemnitee therefor is
presented to the Company.

(b) Change in Control.  The Company agrees that if there is a Change in Control of the Company (other than a Change in Control
which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in
Control), then with respect to all matters thereafter arising concerning the rights of Indemnitee to payments of Expenses and Expense
Advances under this Agreement or any other agreement or under the Company's Certificate of Incorporation or Bylaws as now or
hereafter in effect, Independent Legal Counsel, if desired by Indemnitee, shall be selected by Indemnitee and approved by the
Company (which approval shall not be unreasonably withheld).  Such counsel, among other things, shall render its written opinion to
the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law
and the Company agrees to abide by such opinion.  The Company agrees to pay the reasonable fees of the Independent Legal
Counsel referred to above and to indemnify fully such counsel against any and all Expenses (including attorneys' fees), claims, liabilities
and damages arising out of or relating to this Agreement or its engagement pursuant hereto.  Notwithstanding any other provision of
this Agreement, the Company shall not be required to pay Expenses of more than one Independent Legal Counsel in connection with
all matters concerning a single Indemnitee, and such Independent Legal Counsel shall be the Independent Legal Counsel for any or all
other Indemnitees unless (i) the Company otherwise determines or (ii) any Indemnitee shall provide a written statement setting forth in
detail a reasonable objection to such Independent Legal Counsel representing other Indemnitees.

(c) Mandatory Payment of Expenses.  Notwithstanding any other provision of this Agreement other than Section 9 hereof, to the
extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without
prejudice, in defense of any Claim regarding any Indemnifiable Event, Indemnitee shall be indemnified against all Expenses incurred by
Indemnitee in connection therewith.



3.Expenses; Indemnification Procedure.
(a) Advancement of Expenses.  The Company shall advance all Expenses incurred by Indemnitee.  The advances to be made
hereunder shall be paid by the Company to Indemnitee as soon as practicable but in any event no later than 30 days after written
demand by Indemnitee therefor to the Company.  Indemnitee hereby agrees to repay to the Company all amounts advanced to
Indemnitee hereunder if it is ultimately determined that Indemnitee is not entitled to indemnification hereunder.  The Company's
obligation to advance Expenses shall terminate with respect to any Claim as to which the Indemnitee shall have entered a plea of guilty
or nolo contendere, or an equivalent plea acknowledging guilt.

(b) Notice/Cooperation by Indemnitee.  Indemnitee shall, as a condition precedent to Indemnitee's right to be indemnified under this
Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification
will or could be sought under this Agreement; provided however that the failure to so provide notice to the Company shall not relieve the
Company from any liability that it may have to Indemnitee hereunder unless the Company's ability to participate in the defense of such
claim was materially and adversely affected by such failure.  Notice to the Company shall be directed to the Chief Executive Officer of
the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in
writing to Indemnitee).  In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require
and as shall be within Indemnitee's power, to the extent that doing so is consistent with the exercise of the Indemnitee's rights under the
federal and state Constitutions.  Company shall provide Indemnitee with such information and cooperation as Indemnitee may
reasonably require, to the extent that doing so is consistent with the Company's obligation to cooperate with regulatory or law
enforcement agencies.

(c) No Presumptions; Burden of Proof.  For purposes of this Agreement, the termination of any Claim by judgment, order,
settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a
presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by applicable law.

(d) Notice to Insurers.  If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 3(b) hereof, the
Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of
such Claim to the insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Claim
in accordance with the terms of such policies.  The Company shall keep Indemnitee reasonably informed as to the status of all relevant
insurance matters.

(e) Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim the Company, if
appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (not to be unreasonably
withheld) upon the delivery to Indemnitee of written notice of the Company's election so to do.  After delivery of such notice, approval of
such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this
Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that, (i) Indemnitee
shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's Expense and (ii) if (A) the employment
of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded
that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company
shall not continue to retain such counsel to defend such Claim, then the fees and Expenses of Indemnitee's separate counsel shall be
at the Expense of the Company.



4. Additional Indemnification Rights; Nonexclusivity.
(a) Scope.  The Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that
such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation,
the Company's Bylaws (as now or hereafter in effect) or by statute.  In the event of any change after the date of this Agreement in any
applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an
officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater
benefits afforded by such change.  In the event of any change in any applicable law, statute or rule which narrows the right of a
Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, such change, to the
extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the
parties' rights and obligations hereunder except as set forth in Section 9(a) hereof.

(b) Nonexclusivity.  The indemnification provided by this Agreement shall be in addition to any rights to which Indemnitee may be
entitled under the Company's Certificate of Incorporation, its Bylaws (as now hereafter in effect), any other agreement, any vote of
stockholders or disinterested directors, the General Corporation Law of the State of Delaware, or otherwise.  The indemnification
provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified
capacity even though Indemnitee may have ceased to serve in such capacity.



5.No Duplication of Payments.  The Company shall not be liable under this Agreement to make any payment in
connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any
insurance policy, provision of the Company's Certificate of Incorporation, Bylaw (as now or hereafter in effect) or otherwise) of the
amounts otherwise indemnifiable hereunder.

6. Partial Indemnification.  If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, the
Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

7. No Imputation.  The knowledge or actions, or failure to act, of any director, officer, agent or employee of the Company or the
Company itself shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

8. Liability Insurance.  For the duration of Indemnitee's service as a director or officer or other agent of the Company, and
thereafter for so long as Indemnitee shall be subject to any pending or possible Claim by reason of any Indemnifiable Event, the
Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the
cost thereof) to cause to be maintained in effect policies of liability insurance providing coverage for directors and officers of the
Company that are at least substantially comparable in scope and amount to that provided by the Company's current policies of
directors' and officers' liability insurance.  To the extent the Company maintains liability insurance applicable to directors, officers,
employees, agents or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the same
rights and benefits as are provided to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the
Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, agents or
fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent or fiduciary.

9. Exceptions.  Notwithstanding any other provision of this Agreement, the Company shall not be obligated pursuant to the
terms of this Agreement:
(a) Excluded Action or Omissions.  To indemnify Indemnitee for acts, omissions or transactions if a final decision by a court having
jurisdiction in the matter shall determine that such indemnification is prohibited by applicable law.

(b) Claims Initiated by Indemnitee.  To indemnify or advance Expenses to Indemnitee with respect to Claims initiated or brought
voluntarily by Indemnitee and not by way of defense, except (i) with respect to actions or proceedings brought to establish or enforce a
right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of
Incorporation or Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, (ii) in specific cases if the Board of
Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General
Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance Expense
payment or insurance recovery, as the case may be.

(c) Lack of Good Faith.  To indemnify Indemnitee for any Expenses incurred by the Indemnitee with respect to any proceeding
instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material
assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous.

(d) Claims Under Section 16(b).  To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and
sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar
successor statute; provided that the Company shall advance expenses in connection with Indemnitee's defense of a claim under
Section 16(b), which advances shall be repaid to the Company if it is ultimately determined that Indemnitee is not entitled to
indemnification of such expenses.



10. Period of Limitations.  No legal action shall be brought and no cause of action shall be asserted by or in the right of the
Company against Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal representatives after the expiration of
two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and
deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.

11. Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall constitute an
original.

12. Binding Effect; Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors, assigns (including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), spouses, heirs and personal and
legal representatives.  The Company shall require and cause any successor (whether direct or indirect, and whether by purchase,
merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business or assets of the Company, by written
agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if no such succession had taken place.  This
Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or
fiduciary (as applicable) of the Company or of any other enterprise at the Company's request.

13. Attorneys' Fees.  In the event that any action is instituted by Indemnitee under this Agreement or under any liability
insurance policies maintained by the Company to enforce or interpret any of the terms hereof or thereof, Indemnitee shall be entitled to
be paid all Expenses incurred by Indemnitee with respect to such action, regardless of whether Indemnitee is ultimately successful in
such action, and shall be entitled to the advancement of Expenses with respect to such action, unless as a part of such action a court of
competent jurisdiction over such action determines that each of the material assertions made by Indemnitee as a basis for such action
was not made in good faith or was frivolous.  In the event of an action instituted by or in the name of the Company under this
Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all Expenses incurred by
Indemnitee in defense of such action (including costs and Expenses incurred with respect to Indemnitee's counterclaims and cross-
claims made in such action), and shall be entitled to the advancement of Expenses with respect to such action.

14. Notice.  All notices, requests, demands and other communications under this Agreement shall be in writing and shall be
deemed duly given (i) if delivered by hand and signed for by the party addressed, on the date of such delivery, or (ii) if mailed by
domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked. Addresses for notice to
either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice.

15. Consent to Jurisdiction.  The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of
the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and
agree that any action instituted under this Agreement shall be commenced, prosecuted and continued only in the Court of Chancery of
the State of Delaware in and for New Castle County, which shall be the exclusive and only proper forum for adjudicating such a
claim.

16. Severability.  The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including
any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.  Furthermore, to
the fullest extent possible, the provisions of this Agreement (including, without limitations, each portion of this Agreement containing any
provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to
give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

17. Choice of Law.  This Agreement shall be governed by and its provisions construed and enforced in accordance with the
laws of the State of Delaware as applied to contracts between Delaware residents entered into and to be performed entirely within the
State of Delaware.

18. Subrogation.  In the event of payment under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be
necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

19. Amendment and Termination.  Due to the uncertain application of any statutes of limitations that may govern any Claim,
this Agreement shall be of indefinite duration.  No amendment, modification, termination or cancellation of this Agreement shall be
effective unless it is in writing signed by both the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed
to be or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing
waiver.

20. Integration and Entire Agreement.  This Agreement sets forth the entire understanding between the parties hereto and
supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the
subject matter hereof between the parties hereto.  If the Company and Indemnitee have previously entered into an Indemnification
Agreement providing for indemnification of Indemnitee by the Company, the parties' entry into this Indemnification Agreement shall be
deemed to amend and restate such Indemnification Agreement to read in its entirety as, and to be superseded by, this Indemnification
Agreement.

21. No Construction as Employment Agreement.  Nothing contained in this Agreement shall be construed as giving Indemnitee
any right to be retained in the employ of the Company or any of its subsidiaries or affiliated entities.


IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the date first above written.

ADAPTEC, INC.

By:

_____________________

Title:

_____________________

Address:691 S. Milpitas Boulevard

Milpitas, CA  95035




AGREED TO AND ACCEPTED

INDEMNITEE:

_____________________

(signature)

FIELD (Name)

_____________________

(name of Indemnitee)

_____________________

_____________________

(address)