AN EMPLOYEE.
9.4
ATTORNEYS' FEES.
IF THE EMPLOYER, THE PARTICIPANT, ANY
BENEFICIARY, THE TRUSTEE AND/OR A SUCCESSOR IN INTEREST TO ANY OF THE FOREGOING,
BRINGS LEGAL ACTION TO ENFORCE ANY OF THE PROVISIONS OF THIS PLAN, THE
PREVAILING PARTY IN SUCH LEGAL ACTION SHALL BE REIMBURSED BY THE OTHER PARTY,
THE PREVAILING PARTY'S COSTS OF SUCH LEGAL ACTION INCLUDING, WITHOUT LIMITATION,
REASONABLE FEES OF ATTORNEYS, ACCOUNTANTS AND SIMILAR ADVISORS AND EXPERT
WITNESSES.
9.5
ARBITRATION.
ANY DISPUTE OR CLAIM RELATING TO OR ARISING OUT OF
THIS PLAN SHALL BE FULLY AND FINALLY RESOLVED BY BINDING ARBITRATION CONDUCTED
BY THE AMERICAN ARBITRATION ASSOCIATION IN ALAMEDA COUNTY, CALIFORNIA.
9.6
GOVERNING LAW.
THIS PLAN SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA.
9.7
ENTIRE AGREEMENT.
THIS PLAN CONSTITUTES THE ENTIRE UNDERSTANDING
AND AGREEMENT WITH RESPECT TO THE SUBJECT MATTER CONTAINED HEREIN, AND THERE ARE
NO AGREEMENTS, UNDERSTANDINGS, RESTRICTIONS, REPRESENTATIONS OR WARRANTIES AMONG
ANY PARTICIPANT AND THE EMPLOYER OTHER THAN THOSE AS SET FORTH OR PROVIDED FOR
HEREIN.
IN WITNESS WHEREOF, the undersigned certifies that the foregoing is the Adaptec
2005 Deferred Compensation Plan, effective as of January 1, 2005.
ADAPTEC, INC.
Dated:
August 25, 2005
By: /s/ Shirley B. Olerich
Title: Vice President, Human Resources
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