As filed with the Securities and Exchange Commission on July 2, 1997.
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
QUANTUM CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 94-2665054
(State of incorporation) (IRS Employer Identification No.)
500 McCarthy Boulevard
Milpitas, California 95035
(Address of principal executive offices)
------------------------------------
1996 Board of Directors Stock Option Plan
(Full title of the plan)
------------------------------------
Richard L. Clemmer
Chief Financial Officer
Quantum Corporation
500 McCarthy Boulevard
Milpitas, California 95035
(Name and address of agent for service)
(408) 894-4000
(Telephone number, including area code, of agent for service)
------------------------------------
Copy to:
Steven E. Bochner, Esq.
WILSON, SONSINI, GOODRICH & ROSATI
650 Page Mill Road
Palo Alto, California 94304-1050
================================================================================
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
<CAPTION>
Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered Maximum Maximum Registration
Offering Price Aggregate Fee
Per Share* Offering Price*
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 600,000 $20.125 $12,075,000 $3,659.09
========================================================================================================================
<FN>
* Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee based on the
prices of the Company's Common Stock as reported on the Nasdaq National Market on June 27, 1997.
=======================================================================================================================
</FN>
</TABLE>
<PAGE>
QUANTUM CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (Quantum Corporation is sometimes referred to
herein as the "Company"):
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1997, filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act");
(b) The Company's current report on Form 8-K filed June 2,
1997 pursuant to Section 13 of the 1934 Act.
(c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed August 1, 1983
pursuant to Section 12(b) of the 1934 Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act on or after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Inapplicable
Item 5. Interests of Named Experts and Counsel.
Inapplicable
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant,
indemnification to directors and officers in terms sufficiently broad
to permit such indemnification under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising
under the Securities Act of 1933 as amended. The Company's Bylaws
provide for the mandatory indemnification of its directors, officers,
employees and other agents to the maximum extent permitted by Delaware
General Corporation Law, and the Company has entered into agreements
with its officers, directors and certain key employees implementing
such indemnification.
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits
Exhibit
Number Description
------ -----------
4.1 1996 Board of Directors Stock Option Plan and Form of Option
Agreement.
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
Item 9. Undertakings
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
II-2
<PAGE>
initial bonafide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bonafide offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Securities Act") may be permitted to directors,
officers and controlling persons of the Company pursuant to the Delaware General
Corporation Law, the Certificate of Incorporation of the Company, the Bylaws of
the Company, indemnification agreements entered into between the Company and its
officers and directors or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company in successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered hereunder, the Company
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Quantum Corporation, a corporation organized and existing under the
laws of the State of Delaware, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milpitas, State of
California, on this 2nd day of July, 1997.
QUANTUM CORPORATION
By: \s\ RICHARD L. CLEMMER
-----------------------
Richard L. Clemmer,
Chief Financial Officer
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael A. Brown and Richard L. Clemmer,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
\s\MICHAEL A. BROWN
- ------------------------- Chief Executive Officer July 2, 1997
Michael A. Brown (Principal Executive Officer)
\s\RICHARD L. CLEMMER
- ------------------------- Chief Financial Officer (Principal July 2, 1997
Richard L. Clemmer Financial and Accounting Officer)
\s\STEPHEN M. BERKLEY
- ------------------------- Chairman of the Board July 2, 1997
Stephen M. Berkley
\s\DAVID A. BROWN
- ------------------------- Director July 2, 1997
David A. Brown
\s\ROBERT J. CASALE
- ------------------------- Director July 2, 1997
Robert J. Casale
\s\EDWARD M. ESBER
- ------------------------- Director July 2, 1997
Edward M. Esber
\s\STEVEN C. WHEELWRIGHT
- ------------------------- Director July 2, 1997
Steven C. Wheelwright
II-5
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
- --------------------------------------------------------------------------------
4.1 1996 Board of Directors Stock Option Plan and Form of Option
Agreement.............................................................. 11
5.1 Opinion of counsel as to legality of securities being registered....... 9
23.1 Consent of Ernst & Young LLP, Independent Auditors .................... 10
23.2 Consent of Counsel (contained in Exhibit 5.1).......................... 9
24.1 Power of Attorney (see Page II-5 of Registration Statement)............ 7
Exhibit 5.1
July 1, 1997
Quantum Corporation
500 McCarthy Boulevard
Milpitas, CA 95035
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about July 2, 1997 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 600,000 additional shares of your Common
Stock, par value $.01 per share (the "Shares"), reserved for issuance pursuant
to the 1996 Board of Directors Stock Option Plan (the "Plan"). As your counsel
in connection with the transaction, we have examined the proceedings taken and
are familiar with the proceedings proposed to be taken by you in connection with
the sale and issuance of the Shares pursuant to the Plan.
It is our opinion, when issued and sold in the manner referred to in
the Plan, the Shares will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any amendment thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1996 Board of Directors Stock Option Plan
of Quantum Corporation of our report dated April 28, 1997 with respect to the
consolidated financial statements and schedule of Quantum Corporation included
in its Annual Report (Form 10-K) for the year ended March 31, 1997 filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Palo Alto, California
June 27 , 1997
Exhibit 4.1
QUANTUM CORPORATION
1996 BOARD OF DIRECTORS STOCK OPTION PLAN
1. Purposes of the Plan. The purposes of this 1996 Board of Directors
Stock Option Plan are to attract and retain the best available personnel for
service as Outside Directors (as defined herein) of the Company, to provide
additional incentive to the Outside Directors of the Company to serve as
Directors, and to encourage their continued service on the Board.
All options granted hereunder shall be nonstatutory stock
options.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Applicable Laws" means the legal requirements relating to
the administration of stock option plans under applicable U. S. state corporate
laws, U.S. federal and state securities laws, and any stock exchange or
quotation system on which the Common Stock is listed or quoted.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as
amended.
(d) "Common Stock" means the Common Stock of the Company.
(e) "Company" means Quantum Corporation, a Delaware
corporation.
(f) "Director" means a member of the Board.
(g) "Employee" means any person, including officers and
Directors, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a Director's fee by the Company shall not be sufficient in and of
itself to constitute "employment" by the Company.
(h) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.
(i) "Fair Market Value" means, as of any date, the closing
sales price of the Common Stock (or the closing bid, if no sales were reported)
as quoted on the stock exchange with the greatest volume of trading in Common
Stock on the date of grant, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable.
(j) "Inside Director" means a Director who is an Employee.
(k) "Option" means a stock option granted pursuant to the
Plan.
(l) "Optioned Stock" means the Common Stock subject to an
Option.
<PAGE>
(m) "Optionee" means a Director who holds an Option.
(n) "Outside Director" means a Director who is not an
Employee.
(o) "Parent" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.
(p) "Plan" means this 1996 Board of Directors Stock Option
Plan.
(q) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 11 of the Plan.
(r) "Subsidiary" means a "subsidiary corporation," whether now
or hereafter existing, as defined in Section 424(f) of the Internal Revenue Code
of 1986.
3. Stock Subject to the Plan. Subject to the provisions of Section 11
of the Plan, the maximum aggregate number of Shares which may be optioned and
sold under the Plan is 600,000 Shares of Common Stock (the "Pool"). The Shares
may be authorized, but unissued, or reacquired Common Stock.
If an Option expires or becomes unexercisable without having
been exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated). Shares that have actually been issued under the Plan shall not be
returned to the Plan and shall not become available for future distribution
under the Plan.
4. Administration.
(a) Procedure. The Plan shall be administered by the Board.
(b) Powers of the Administrator. Subject to the provisions of
the Plan, the Board shall have the authority, in its discretion:
(i) to determine the Fair Market Value;
(ii) to select the Outside Directors to whom Options
may be granted hereunder;
(iii) to determine the number of shares of Common
Stock to be covered by each Option granted hereunder;
(iv) to approve forms of agreement for use under the
Plan;
-2-
<PAGE>
(v) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any Option granted hereunder. Such
terms and conditions include, but are not limited to, the exercise price, the
time or times when Options 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 the shares of Common Stock
relating thereto, based in each case on such factors as the Board, in its sole
discretion, shall determine;
(vi) to construe and interpret the terms of the Plan
and Options granted pursuant to the Plan;
(vii) to prescribe, amend and rescind rules and
regulations relating to the Plan;
(viii) to modify or amend each Option (subject to
Section 12(b) 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;
(ix) 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 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 Board may deem necessary or advisable;
(x) to authorize any person to execute on behalf of
the Company any instrument required to effect the grant of an Option previously
granted by the Board,
(xi) to make all other determinations deemed
necessary or advisable for administering the Plan.
(c) Effect of Administrator's Decision. The Board's decisions,
determinations and interpretations shall be final and binding on all Optionees
and any other holders of Options.
5. Eligibility. Options may be granted only to Outside Directors.
The Plan shall not confer upon any Optionee any right with
respect to continuation of service as a Director or nomination to serve as a
Director, nor shall it interfere in any way with any rights which the Director
or the Company may have to terminate the Director's relationship with the
Company at any time.
6. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the stockholders of the
Company as described in Section 17 of the Plan.
-3-
<PAGE>
It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 12 of the Plan.
7. Term of Option. The term of each Option shall be stated in the
Option Agreement. The term of each Option shall be ten (10) years from the date
of grant or such shorter term as may be provided in the Option Agreement.
8. 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 one hundred
percent of the Fair Market Value per Share on the date of grant.
(b) Form of Consideration. The consideration to be paid for
the Shares to be issued upon exercise of an Option, including the method of
payment, shall consist of (i) cash, (ii) check, (iii) other shares which (x) in
the case of Shares acquired upon exercise of an Option, have been owned by the
Optionee for more than six (6) months on the date of surrender, and (y) 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, (iv) delivery of a
properly executed exercise notice together with such other documentation as the
Company and the broker, if applicable, shall require to effect an exercise of
the Option and delivery to the Company of the sale or loan proceeds required to
pay the exercise price, or (v) any combination of the foregoing methods of
payment.
9. Exercise of Option.
(a) Procedure for Exercise; Rights as a Stockholder. Any
Option granted hereunder shall be exercisable at such times as are set forth in
the Option Agreement; provided, however, that no Options shall be exercisable
until stockholder approval of the Plan in accordance with Section 17 hereof has
been obtained.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written notice
of such exercise has been given to the Company in accordance with the terms of
the Option by the person entitled to exercise the Option and full payment for
the Shares with respect to which the Option is exercised has been received by
the Company. Full payment may consist of any consideration and method of payment
allowable under Section 8 of the Plan. Until 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 stockholder 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 exercise of the Option. No adjustment
shall 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 11 of
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<PAGE>
the Plan.
Exercise of an Option in any manner shall result in a decrease
in the number of Shares which thereafter may be 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 Continuous Status as a Director. Subject to
Section 11 hereof, in the event an Optionee ceases to be a Director, the
Optionee may exercise his or her Option, but only within ninety (90) days
following the date of such termination, and only to the extent that the Optionee
was entitled to exercise it on the date of such termination (but in no event
later than the expiration of its ten (10) year term). To the extent that the
Optionee was not entitled to exercise an Option on the date of such termination,
and to the extent that the Optionee does not exercise such Option (to the extent
otherwise so entitled) within the time specified herein, the Option shall
terminate.
10. Non-Transferability of Options. Unless otherwise provided for by
the Board, the Option 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.
11. Adjustments Upon Changes in Capitalization, Dissolution, Merger or
Asset Sale.
(a) Changes in Capitalization. Subject to any required action
by the stockholders of the Company, the number of Shares covered by each
outstanding Option, the number of Shares which have been authorized for issuance
under the Plan but as to which no Options have yet been granted or which have
been returned to the Plan upon cancellation or expiration of an Option, as well
as the price per Share covered by each such outstanding Option, and the number
of Shares issuable under the Plan shall be proportionately adjusted for any
increase or decrease in the number of issued Shares 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 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." 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 subject to an Option.
(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, to the extent that an Option has not
been previously exercised, it shall terminate immediately prior to the
consummation of such proposed action.
(c) Merger or Asset Sale. In the event of a merger of the
Company with or into another corporation or the sale of substantially all of the
assets of the Company, outstanding Options may be assumed or equivalent options
may be substituted by the successor corporation or a Parent or
-5-
<PAGE>
Subsidiary thereof (the "Successor Corporation"). If an Option is assumed or
substituted for, the Option or equivalent option shall continue to be
exercisable as provided in the Option Agreement for so long as the Optionee
serves as a Director or a director of the Successor Corporation. Following such
assumption or substitution, if the Optionee's status as a Director or director
of the Successor Corporation, as applicable, is terminated other than upon a
voluntary resignation by the Optionee, the Option or option shall become fully
exercisable, including as to Shares for which it would not otherwise be
exercisable. Thereafter, the Option or option shall remain exercisable in
accordance with Section 9(b) above.
If the Successor Corporation does not assume an outstanding Option or
substitute for it an equivalent option, the Option shall become fully vested and
exercisable, including as to Shares for which it would not otherwise be
exercisable. In such event the Board shall notify the Optionee that the Option
shall be fully exercisable for a period of thirty (30) days from the date of
such notice, and upon the expiration of such period the Option shall terminate.
For the purposes of this Section 11(c), an Option shall be considered
assumed if, following the merger or sale of assets, the Option confers the right
to purchase or receive, for each Share of Optioned Stock subject to the Option
immediately prior to the merger or sale of assets, the consideration (whether
stock, cash, or other securities or property) received in the merger or sale of
assets 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).
If such consideration received in the merger or sale of assets 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, for each Share of Optioned Stock
subject to the Option, 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 merger or sale of assets.
12. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time
amend, alter, suspend, or discontinue the Plan, but no amendment, alteration,
suspension, or discontinuation shall be made which would impair the rights of
any Optionee under any grant theretofore made, without his or her consent. In
addition, to the extent necessary and desirable to comply with Applicable Laws,
the Company shall obtain stockholder approval of any Plan amendment in such a
manner and to such a degree as required.
(b) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated.
13. Time of Granting Options. The date of grant of an Option shall, for
all purposes, be the
-6-
<PAGE>
date on which the Board makes the determination granting such Option.
14. Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
Applicable Laws, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.
As a condition to the exercise of an Option, the Company may require
the person exercising such Option 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 by any of
the aforementioned relevant provisions of law.
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. 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.
16. Option Agreement. Options shall be evidenced by written option
agreements in such form as the Board shall approve.
17. Stockholder Approval. Continuance of the Plan shall be subject to
approval by the stockholders of the Company at or prior to the first annual
meeting of stockholders held subsequent to the granting of an Option hereunder.
Such stockholder approval shall be obtained in the degree and manner required
under Applicable Laws.
-7-
<PAGE>
================================================================================
NOTICE OF GRANT OF STOCK QUANTUM CORPORATION
OPTIONS AND GRANT AGREEMENT ID: 94-2665054
500 McCarthy Boulevard
Milpitas, CA 95035
- --------------------------------------------------------------------------------
Name : _______________
Address: _______________
_______________
ID:
_______________
I. NOTICE OF GRANT. Unless otherwise defined herein, the terms defined in the
Plan are so defined in this Agreement.
Non-Qualified Stock Option Grant No. ________
Date of Grant ________
Stock Option Plan 96
Option Price per Share $________
Total Number of Shares Granted ________
Total Price of Shares Granted $________
- --------------------------------------------------------------------------------
Vesting Commencement Date ________
Term/Expiration Date ________
VESTING SCHEDULE. This option may be exercised, in whole or in part, in
accordance with the attached grant summary.
By your signature and the signature of the Company's representative below, you
and the Company agree that this option is granted under and governed by the
terms and conditions of the Plan and this Agreement. Optionee has reviewed the
Plan and this Agreement, and understands all provisions of the Plan and
Agreement. Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Board on questions relating to the Plan and
Agreement.
================================================================================
- ------------------------------ ---------------
For QUANTUM CORPORATION Date
- ------------------------------ ---------------
Optionee Date
-1-
<PAGE>
QUANTUM CORPORATION
GRANT SUMMARY
Name: _______________
ID: _______________
Grant Number: __________ Grant Type : NQ
Grant Date: __________ Plan : 96
Option Price: __________
Total Shares: __________
Total Price: __________
Granted Vesting Type Full Vest Expires
- ------- ------------ --------- -------
-2-
<PAGE>
II. Agreement
1. Grant of Option. The Board of the Company hereby grants to the Optionee
named in the Notice of Grant attached as Part I of this Agreement (the
"Optionee"), an option (the"Option") to purchase a number of Shares, as set
forth in the Notice of Grant, at the exercise price per share set forth in the
Notice of Grant (the "Exercise Price"), subject to the terms and conditions of
the Plan, which is incorporated herein by reference. In the event of a conflict
between the terms and conditions of the Plan and the terms and conditions of
this Agreement, the terms and conditions of the Plan shall prevail.
If designated in the Notice of Grant as an Incentive Stock Option,
this Option is intended to qualify as an Incentive Stock Option under Section
422 of the Code.
2. Exercise of Option.
(a) Right to Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Agreement. In the event of Optionee's
death, disability or other termination of Optionee's employment or consulting
relationship, the exercisability of the Option is governed by the applicable
provisions of the Plan and this Agreement.
(b) Method of Exercise. This Option is exercisable by delivery of an
exercise notice (the "Exercise Notice"), which shall state the election to
exercise the Option, the number of Shares in respect of which the Option is
being exercised (the "Exercised Shares"), and such other representations and
agreements as may be required by the Company pursuant to the provisions of the
Plan. The Exercise Notice shall be signed by the Optionee and shall be delivered
in person or by certified mail to the Secretary of the Company. The Exercise
Notice shall be accompanied by payment of the aggregate exercise price as to all
Excercised Shares. This Option shall be deemed to be exercised upon receipt by
the Company of such fully executed Exercise Notice accompanied by such aggregate
Exercise Price.
No Shares shall be issued pursuant to the exercise of this
Option unless (i) a registration statement under the Securities Act of 1933
covering the Shares is effective, and (ii) such issuance and exercise complies
with all relevant provisions of law and the requirements of any stock exchange
or quotation service upon which the Shares are then listed. Assuming such
compliance, for income tax purposes, the Exercised Shares shall be considered
transferred to the Optionee on the date the Option is exercised with respect to
such Exercised Shares.
3. Method of Payment. Payment of the aggregate Exercise Price shall be by
any of the following, or a combination thereof, at the election of the Optionee:
(a) cash; or
(b) check; or
(c) delivery of a properly executed exercise notice together with
such other documentation as the Board and the broker, if applicable, shall
require to effect an exercise of the Option and delivery to the Company of the
sale or loan proceeds required to pay the exercise price; or
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(d) surrender of other Shares which (i) in the case of Shares
acquired upon exercise of an Option, have been owned by the optionee for more
than six (6) months on the date of surrender, and (ii) have a Fair Market Value
on the date of surrender not greater than the aggregate Exercise Price of the
Exercised Shares.
4. Non-Transferability of Option. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee, only by the Optionee. The
terms of the Plan and this Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
5. Term of Option. This Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Agreement.
6. Termination Period. This Option may be exercised for three months after
termination of employment or consulting relationship, or such longer period as
may be applicable upon death or disability of Optionee as provided in the Plan,
but in no event later than the term/expiration date.
7. Tax Consequences. Some of the federal and California tax consequences
relating to this Option, as of the date of this Option, are set forth below.
THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE
SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING
THIS OPTION OR DISPOSING OF THE SHARES.
(a) Exercising the Option.
(i) Nonqualified Stock Option ("NQO") If this Option doses
not qualify as an ISO, the Optionee may incur regular federal income tax and
California income tax liability upon exercise. The Optionee will be treated as
having received compensation income (taxable at ordinary income tax rates) equal
to the excess, if any, of the fair market value of the Exercised Shares on the
date of exercise over their aggregate Exercise Price. If the Optionee is an
employee , the Company will be required to withhold from his or her compensation
or collect from Optionee and pay to the applicable taxing authorities an amount
equal to a percentage of this compensation income at the time of exercise.
(ii) Incentive Stock Option ("ISO). If this Option qualifies
as an ISO, the Optionee will have no regular federal income tax or California
income tax liability upon its exercise, although the excess, if any, of the fair
market value of the Exercised Shares on the date of exercise over their
aggregate Exercise Price will be treated as an adjustment to the alternative
minimum tax for federal tax purposes and may subject the Optionee to alternative
minimum tax in the year of exercise.
(b) Disposition of Shares.
(i) NQO. If the Optionee holds NQO Shares for at least one
year, any amounts realized on disposition of the Shares in excess of the fair
market value of the Shares at the date of exercise will be treated as long-term
capital gain for federal income tax purposes.
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<PAGE>
(ii) ISO. If the Optionee holds ISO Shares for at least one
year after exercise and two years after the grant date, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal
income tax purposes. If the Optionee disposes of ISO Shares within one year
after exercise or two years after the grant date, any gain realized on such
disposition will be treated as compensation income (taxable at ordinary income
rates) to the extent of the excess, if any, of the lesser of (A) the difference
between the fair market value of the Shares acquired on the date of exercise and
the aggregate Exercise Price, or (B) the difference between the sale price of
such Shares and the aggregate Exercise Price.
(c) Notice of Disqualifying Disposition of ISO Shares. If the
Optionee sells or otherwise disposes of any of the Shares acquired pursuant to
an ISO on or before the later of (i) two years after the grant date, or (ii) one
year after the exercise date, the Optionee shall immediately notify the Company
in writing of such disposition.
8. Acknowledgments of Optionee. Optionee has reviewed the Plan and this
Agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Agreement and fully understands all provisions
of the Plan and Agreement.
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE
WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S STOCK PLAN WHICH IS
INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH
RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL
IT INTERFERE IN ANY WAY WITH HIS RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS
EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.
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Control No._________
(for office use only)
Quantum logo
[GRAPHIC OMITTED]
NOTICE OF ELECTION TO EXERCISE VESTED SHARES
Name: __________________________________________________________________________
Address: _______________________________________________________________________
_______________________________________________________________________
Social Security # _________________________ Day Phone or Quantum Ext. _________
Grant No. __________________________ ISO OR NQ Grant Date ______________
(circle one)
Exercise Date _________________ (May be left blank for Same Day Sales)
Number of Shares exercised at this time ________________________________________
Option Price Per Share _____________________________ Total Cost _______________
Please complete either "Same Day Sale" or "Cash Exercise" information below:
SAME DAY SALE: I authorize ____________________________________________________
________________________________________________________________________________
(name and location of Quantum's selling broker)
to pay out of my account sufficient moneys to Quantum Corporation to exercise my
option.
CASH EXERCISE: Certificate Delivery Instructions: (Designate One)
--------------------------------------------------
Broker: __________ Broker Name: _______________________________________________
Address:____________________________________________________
Account:____________________________________________________
Home: ____________ Address: ___________________________________________________
Pick up certificate at Quantum: _______________
EMPLOYEE SIGNATURE ________________________________________ Date ______________
Distribution: Original or Fax to Stock Administration (408) 894-6296, and if
Same Day Sale, FAX a copy to selling broker.
Note: If the above transaction is a "Same Day Sale", you must also telephone the
broker with instructions to sell your shares (after faxing or delivering this
form to Quantum's Stock Administration).
