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Exhibit 10.1
ADAPTEC, INC.
2000 DIRECTOR OPTION PLAN
1. PURPOSES OF THE PLAN. The purposes of this 2000 Director 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) "BOARD" means the Board of Directors of the Company.
(b) "CHANGE IN CONTROL" means the happening of any of the
following:
(i) When any "person," as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act (other than the Company, a
Subsidiary or a Company employee benefit plan, including any trustee of such
plan acting as trustee) is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing fifty percent (50%) or more of the combined voting
power of the Company's then outstanding securities; or
(ii) A change in the composition of the Board occurring
within a two-year period, as a result of which fewer than a majority of the
directors are Incumbent Directors. "Incumbent Directors" shall mean
directors who either (A) are directors of the Company as of the date hereof,
or (B) are elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of the Incumbent Directors at the
time of such election or nomination (but shall not include an individual
whose election or nomination is in connection with an actual or threatened
proxy contest relating to the election of directors to the Company);
(iii) The consummation of 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 fifty percent (50%) 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
(iv) The consummation of the sale or disposition by the
Company of all or substantially all the Company's assets.
(c) "CODE" means the Internal Revenue Code of 1986, as amended.
(d) "COMMON STOCK" means the common stock of the Company.
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(e) "COMPANY" means Adaptec, Inc., a Delaware corporation.
(f) "DIRECTOR" means a member of the Board.
(g) "DISABILITY" means total and permanent disability as defined in
section 22(e)(3) of the Code.
(h) "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.
(i) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
(j) "FAIR MARKET VALUE" means, as of any date, the value of Common
Stock determined as follows:
(i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market, its Fair Market Value shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system for the last market trading day prior to the time of
determination as reported in THE WALL STREET JOURNAL or such other source as
the Administrator deems reliable;
(ii) If the Common Stock is quoted on the NASDAQ System
(but not on the National Market System thereof) or regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between the high
bid and low asked prices for the Common Stock for the last market trading day
prior to the time of determination, as reported in THE WALL STREET JOURNAL or
such other source as the Board deems reliable; or
(iii) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Board.
(k) "INSIDE DIRECTOR" means a Director who is an Employee.
(l) "OPTION" means a stock option granted pursuant to the Plan.
(m) "OPTIONED STOCK" means the Common Stock subject to an Option.
(n) "OPTIONEE" means a Director who holds an Option.
(o) "OUTSIDE DIRECTOR" means a Director who is not an Employee.
(p) "PARENT" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(q) "PLAN" means this 2000 Director Option Plan.
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(r) "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 10 of the Plan.
(s) "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 10
of the Plan, the maximum aggregate number of Shares which may be optioned and
sold under the Plan is 1,000,000 Shares (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 AND GRANTS OF OPTIONS UNDER THE PLAN.
(a) ADMINISTRATION.
(i) ADMINISTRATOR Except as otherwise required herein,
the Plan shall be administered by the Board.
(ii) POWERS OF THE ADMINISTRATOR. Subject to the
provisions and restrictions of the Plan, the Board shall have the authority,
in its discretion: (i) to determine the Fair Market Value of the Common
Stock; (ii) to interpret the Plan; (iii) to prescribe, amend and rescind
rules and regulations relating to the Plan; (iv) to authorize any person to
execute on behalf of the Company any instrument required to effectuate the
grant of an Option previously granted hereunder; and (v) to make all other
determinations deemed necessary or advisable for the administration of the
Plan.
(iii) EFFECT OF BOARD'S DECISION. All decisions,
determinations and interpretations of the Board shall be final.
(b) PROCEDURE FOR GRANTS. All grants of Options to Outside
Directors under this Plan shall be automatic and nondiscretionary and shall
be made strictly in accordance with the following provisions:
(i) No person shall have any discretion to select which
Outside Directors shall be granted Options or to determine the number of
Shares to be covered by Options.
(ii) Each Outside Director shall be automatically granted
an Option to purchase 40,000 Shares (the "First Option") upon the date (on or
after the effective date of this Plan) on which such person first becomes an
Outside Director, whether through election by the stockholders of the Company
or appointment by the Board to fill a vacancy; provided, however, that an
Inside Director who ceases to be an Inside Director but who remains a
Director shall not receive a First Option.
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(iii) Each Outside Director shall be automatically granted
an Option to purchase 15,000 Shares (a "Subsequent Option") on March 31st of
each year provided he or she is then an Outside Director.
(iv) The terms of a First Option granted hereunder shall
be as follows:
(A) the term of the First Option shall be ten
(10) years.
(B) the First Option shall be exercisable only
while the Outside Director remains a Director of the Company, except as set
forth in Sections 8 and 10 hereof.
(C) the exercise price per Share shall be 100%
of the Fair Market Value per Share on the date of grant of the First Option.
(D) subject to Section 10 hereof, the First
Option shall become exercisable as to twenty-five percent (25%) of the
Optioned Stock on the first anniversary of the date of grant of the Option
and as to six and one-quarter percent (6.25%) of the Optioned Stock for each
full calendar quarter thereafter that the Optionee remains a Director.
(v) The terms of a Subsequent Option granted hereunder
shall be as follows:
(A) the term of the Subsequent Option shall be
ten (10) years.
(B) the Subsequent Option shall be exercisable
only while the Outside Director remains a Director of the Company, except as
set forth in Sections 8 and 10 hereof.
(C) the exercise price per Share shall be 100%
of the Fair Market Value per Share on the date of grant of the Subsequent
Option.
(D) subject to Section 10 hereof, the
Subsequent Option shall become exercisable as to twenty-five percent (25%) of
the Optioned Stock on the last day of each full calendar quarter after the
date of grant, provided that the Optionee continues to serve as a Director on
such dates.
(vi) In the event that any Option granted under the Plan
would cause the number of Shares subject to outstanding Options plus the
number of Shares previously purchased under Options to exceed the Pool, then
the remaining Shares available for Option grant shall be granted under
Options to the Outside Directors on a pro rata basis. No further grants shall
be made until such time, if any, as additional Shares become available for
grant under the Plan through action of the Board or the stockholders to
increase the number of Shares which may be issued under the Plan or through
cancellation or expiration of Options previously granted hereunder.
(c) SUSPENSION OR TERMINATION OF OPTION. If the President of the
Company or his designee reasonably believes that an Optionee has committed an
act of misconduct, the President may suspend the Optionee's right to exercise
any Option pending a determination by the Board
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(excluding the Outside Director accused of such misconduct). If the Board
(excluding the Outside Director accused of such misconduct) determines an
Optionee has committed an act of embezzlement, fraud, dishonesty, nonpayment
of an obligation owed to the Company, breach of fiduciary duty or deliberate
disregard of the Company rules resulting in loss, damage or injury to the
Company, or if an Optionee makes an unauthorized disclosure of any Company
trade secret or confidential information, engages in any conduct constituting
unfair competition, induces any Company customer to breach a contract with
the Company or induces any principal for whom the Company acts as agent to
terminate such agency relationship, neither the Optionee nor his estate shall
be entitled to exercise any Option whatsoever. In making such determination,
the Board (excluding the Outside Director accused of such misconduct) shall
act fairly and shall give the Optionee an opportunity to appear and present
evidence on Optionee's behalf at a hearing before the Board or a committee of
the Board.
5. ELIGIBILITY. Options may be granted only to Outside Directors. All
Options shall be automatically granted in accordance with the terms set forth
in Section 4.
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 16 of the Plan. It shall continue in effect
until terminated under Section 11 of the Plan.
7. 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 be determined by the Board and may consist entirely of (i) cash, (ii)
check, (iii) promissory note, (iv) other shares which (x) in the case of
Shares acquired upon exercise of an Option either have been owned by the
Optionee for more than six (6) months on the date of surrender or were not
acquired, directly or indirectly, from the Company, 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, (v) consideration
received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan, (vi) by delivering an irrevocable
subscription agreement for the Shares which irrevocably obligates the
Optionee to take and pay for the Shares not more than twelve (12) months
after the date of delivery of the subscription agreement, (vii) any
combination of the foregoing methods of payment, or (viii) such other
consideration and method of payment for the issuance of Shares to the extent
permitted under applicable law.
8. 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
Section 4 hereof; provided, however, that no Options shall be exercisable
until stockholder approval of the Plan in accordance with Section 16 hereof
has been obtained.
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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 7 of the Plan. Until the issuance
(as evidenced by the appropriate entry on the books of the Company or of a
duly authorized transfer agent of the Company) of the stock certificate
evidencing such Shares, 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. A share certificate for the
number of Shares so acquired shall be issued to the Optionee as soon as
practicable 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
stock certificate is issued, except as provided in Section 10 of 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. In the event an
Optionee's status as a Director terminates (other than upon the Optionee's
death or Disability), the Optionee may exercise his or her Option, but only
within three (3) months 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, or 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.
(c) DISABILITY OF OPTIONEE. In the event Optionee's status as a
Director terminates as a result of Disability, the Optionee may exercise his
or her Option, but only within six (6) months 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 termination, or if he or
she does not exercise such Option (to the extent otherwise so entitled)
within the time specified herein, the Option shall terminate.
(d) DEATH OF OPTIONEE. In the event of an Optionee's death, the
Optionee's estate or a person who acquired the right to exercise the Option
by bequest or inheritance may exercise the Option, but only within six (6)
months following the date of death, and only to the extent that the Optionee
was entitled to exercise it on the date of death (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 death, or to the extent
that the Optionee's estate or a person who acquired the right to exercise
such Option does not exercise such Option (to the extent otherwise so
entitled) within the time specified herein, the Option shall terminate.
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9. NON-TRANSFERABILITY OF OPTIONS. Unless otherwise provided for by the
Administrator, 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.
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION OR CHANGE IN
CONTROL.
(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 pursuant to the automatic grant
provisions of Section 4 hereof 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. Subject to paragraph (d) below, in
the event of the proposed dissolution or liquidation of the Company, all
outstanding Options will terminate immediately prior to the consummation of
such proposed action, unless otherwise provided by the Board. The Board may,
in the exercise of its sole discretion in such instances, declare that any
Option shall terminate as of a date fixed by the Board and give each Optionee
the right to exercise his Option as to all or any part of the Optioned Stock,
including Shares as to which the Option would not otherwise be exercisable.
(c) CHANGE IN CONTROL. In the event of a "Change in Control" of the
Company, as defined above, any Options outstanding upon the date of such
Change in Control that are not yet exercisable and vested on such date shall
become one hundred percent (100%) exercisable and vested.
(d) GOLDEN PARACHUTE EXCISE TAX VESTING ACCELERATION LIMITATION.
Notwithstanding any other provision of this Plan, in the event that the
vesting acceleration provided for in this Plan or amounts or benefits
otherwise payable to an Optionee (i) constitute "parachute payments" within
the meaning of Section 280G of the Code, and (ii) but for this Section 10(d),
would be subject to the excise tax imposed by Section 4999 of the Code (the
"Excise Tax"), then the Optionee's accelerated vesting hereunder shall be
either
(i) made in full, or
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(ii) made as to such lesser extent as would result in no
portion of such acceleration, amounts or benefits
being subject to the Excise Tax,
whichever of the foregoing amounts, taking into account the applicable
federal, state and local income taxes and the Excise Tax, results in the
receipt by the Optionee on an after-tax basis, of the greatest amount of
severance benefits, notwithstanding that all or some portion of such
severance benefits may be taxable under Section 4999 of the Code. Unless the
Company and the Optionee otherwise agree in writing, any determination
required under this Section 10(d) shall be made in writing in good faith by
the accounting firm serving as the Company's independent public accountants
immediately prior to the Change of Control (the "Accountants"). In the event
of a reduction in benefits hereunder, the Optionee shall be given the choice
of which benefits to reduce. For purposes of making the calculations required
by this Section 10(d), the Accountants may make reasonable assumptions and
approximations concerning applicable taxes and may rely on reasonable, good
faith interpretations concerning the application of Sections 280G and 4999 of
the Code. The Company and the Optionee shall furnish to the Accountants such
information and documents as the Accountants may reasonably request in order
to make a determination under this Section. The Company shall bear all costs
the Accountants may reasonably incur in connection with any calculations
contemplated by this Section 10(d).
(e) POOLING OF INTERESTS LIMITATION. To the extent that the
enforcement of any provision of this Plan, including, but not limited to
Section 10(c) hereof, which allows for the acceleration of vesting of options
to purchase shares of Common Stock, would cause a contemplated Change of
Control transaction that was intended to be accounted for as a
"pooling-of-interests" transaction to become ineligible for such accounting
treatment under generally accepted accounting principles, as determined by
the Company's independent public accountants, then such provision shall
automatically be deemed amended to provide Optionee with such lesser benefits
as would allow for the contemplated Change of Control transaction to be
accounted for as a "pooling-of-interests" transaction.
11. 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 any applicable
law, regulation or stock exchange rule, 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.
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12. TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for
all purposes, be the date determined in accordance with Section 4 hereof.
13. 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 relevant provisions of law, including, without limitation, the Securities
Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, state securities laws, and the requirements of any
stock exchange upon which the Shares may then be listed, 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.
14. 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.
15. OPTION AGREEMENT. Options shall be evidenced by written option
agreements in such form as the Board shall approve.
16. STOCKHOLDER APPROVAL. The Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan
is adopted. Such stockholder approval shall be obtained in the degree and
manner required under applicable state and federal law and any stock exchange
rules.
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ADAPTEC, INC.
DIRECTOR'S OPTION AGREEMENT
(First Option)
Adaptec, Inc., a Delaware corporation (the "Company"), has granted to
_______________________ (the "Optionee"), an option to purchase a total of
40,000 shares of the Company's Common Stock (the "Optioned Stock"), at the
price determined as provided herein, and in all respects subject to the
terms, definitions and provisions of the 2000 Directors' Option Plan (the
"Plan") adopted by the Company which is incorporated herein by reference. The
terms defined in the Plan shall have the same defined meanings herein.
1. NATURE OF THE OPTION. This is a nonstatutory option and is not intended
to qualify for any special tax benefits to the Optionee.
2. EXERCISE PRICE. The exercise price is $ for each share of Common Stock,
which is 100% of the fair market value of the Common Stock as determined on the
date of grant of this Option.
3. EXERCISE OF OPTION. This Option shall be exercisable during its term in
accordance with the provisions of Section 8 of the Plan as follows:
(i) RIGHT TO EXERCISE.
(a) This Option shall become exercisable cumulatively as to
twenty-five percent (25%) of the Optioned Stock on the first anniversary of
the date of the grant and as to six and one-quarter percent (6.25%) of the
remaining Optioned Stock for each full quarter thereafter that the Optionee
remains a Director; provided, however, that in no event shall this Option be
exercisable until shareholder approval of the Plan has been obtained in
accordance with Section 16 thereof.
(b) This Option may not be exercised for a fraction of a share.
(c) In the event of Optionee's death, disability or other
termination of service as a Director, the exercisability of the Option is
governed by Sections 6, 7 and 8 of this Agreement.
(ii) METHOD OF EXERCISE. This Option shall be exercisable by
written notice (in the form attached hereto as EXHIBIT A) which shall state
the election to exercise the Option and the number of Shares in respect of
which the Option is being exercised. The written notice shall be
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signed by the Optionee and shall be delivered in person or by certified mail
to the Secretary of the Company. The written notice shall be accompanied by
payment of the exercise price.
4. METHOD OF PAYMENT. Payment of the exercise price shall be by any of
the following, or a combination thereof, at the election of the Optionee:
(i) cash,
(ii) check,
(iii) other shares which (x) in the case of Shares acquired
upon exercise of an Option either have been owned by
the Optionee for more than six (6) months on the date
of surrender or were not acquired, directly or
indirectly, from the Company, 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) promissory note,
(v) consideration received by the Company under a
cashless exercise program implemented by the Company
in connection with the Plan, or
(vi) by delivering an irrevocable subscription agreement
for the Shares which irrevocably obligates the
Optionee to take and pay for the Shares not more than
twelve (12) months after the date of delivery of the
subscription agreement.
5. RESTRICTIONS ON EXERCISE. This Option may not be exercised if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulations, or if such issuance
would not comply with the requirements of any stock exchange upon which the
Shares may then be listed. As a condition to the exercise of this Option, the
Company may require Optionee to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
6. TERMINATION OF STATUS AS A DIRECTOR. If Optionee ceases to serve as a
Director, he may, but only within three (3) months after the date he ceases to
be a Director of the Company, exercise this Option to the extent that he was
entitled to exercise it at the date of such termination. Notwithstanding the
foregoing, in no event may the Option be exercised after its ten (10) year term
has expired. To the extent that he was not entitled to exercise this Option at
the date of such termination, or if he does not exercise this Option within the
time specified herein, the Option shall terminate.
7. DISABILITY OF OPTIONEE. Notwithstanding the provisions of Section 6
above, if Optionee is unable to continue his service as a Director as a result
of his Disability he may, but only within six (6) months from the date of
termination, exercise this Option to the extent he was entitled to
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exercise it at the date of such termination. To the extent that he was not
entitled to exercise this Option at the date of termination, or if he does
not exercise this Option within the time specified herein, the Option shall
terminate.
8. DEATH OF OPTIONEE. In the event of the death of Optionee, the Option may
be exercised, at any time within six (6) months following the date of death, by
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent of the right to exercise that
had accrued at the date of death.
9. 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 him. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
10. TERM OF OPTION. This Option may not be exercised more than ten (10)
years from the date of grant of this Option, and may be exercised during such
term only in accordance with the Plan and the terms of this Option.
11. TAXATION UPON EXERCISE OF OPTION. Optionee understands that, upon
exercise of this Option, he will recognize income for tax purposes in an amount
equal to the excess of the then fair market value of the Shares purchased over
the exercise price paid for such Shares. Upon a resale of such Shares by the
Optionee, any difference between the sale price and the fair market value of the
Shares on the date of exercise of the Option will be treated as capital gain or
loss.
Optionee acknowledges receipt of a copy of the Plan, a copy of which is
annexed hereto, and represents that he is familiar with the terms and provisions
thereof, and hereby accepts this Option subject to all of the terms and
provisions thereof. Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Board upon any questions arising
under the Plan.
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Date
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Optionee
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EXHIBIT A
DIRECTOR OPTION EXERCISE NOTICE
Adaptec, Inc.
691 South Milpitas Boulevard
Milpitas, CA 95035
Attention: Corporate Secretary
1. EXERCISE OF OPTION. The undersigned ("Optionee") hereby elects to
exercise Optionee's option to purchase ______ shares of the Common Stock (the
"Shares") of Adaptec, Inc. (the "Company") under and pursuant to the
Company's 2000 Director Option Plan and the Director Option Agreement dated
_______________ (the "Agreement").
2. REPRESENTATIONS OF OPTIONEE. Optionee acknowledges that Optionee has
received, read and understood the Agreement.
3. TAX CONSEQUENCES. Optionee understands that Optionee may suffer
adverse tax consequences as a result of Optionee's purchase or disposition of
the Shares. Optionee represents that Optionee has consulted with any tax
consultant(s) Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.
4. DELIVERY OF PAYMENT. Optionee herewith delivers to the Company the
aggregate purchase price for the Shares that Optionee has elected to purchase
and has made provision for the payment of any federal or state withholding
taxes required to be paid or withheld by the Company.
5. ENTIRE AGREEMENT. The Agreement is incorporated herein by reference.
This Exercise Notice and the Agreement constitute the entire agreement of the
parties and supersede in their entirety all prior undertakings and agreements
of the Company and Optionee with respect to the subject matter hereof. This
Exercise Notice and the Agreement are governed by California law except for
that body of law pertaining to conflict of laws.
Submitted by: Accepted by:
OPTIONEE: ADAPTEC, INC.
By: By:
------------------------------ -----------------------------------
Its:
-----------------------------------
Address:
Dated: Dated:
------------------------ --------------------------------
<PAGE>
ADAPTEC, INC.
DIRECTOR'S OPTION AGREEMENT
(Subsequent Option)
Adaptec, Inc., a Delaware corporation (the "Company"), has granted to
________________ (the "Optionee"), an option to purchase a total of 15,000
shares of the Company's Common Stock (the "Optioned Stock"), at the price
determined as provided herein, and in all respects subject to the terms,
definitions and provisions of the 2000 Directors' Option Plan (the "Plan")
adopted by the Company which is incorporated herein by reference. The terms
defined in the Plan shall have the same defined meanings herein.
1. NATURE OF THE OPTION. This is a nonstatutory option and is not intended
to qualify for any special tax benefits to the Optionee.
2. EXERCISE PRICE. The exercise price is $ _______________ for each
share of Common Stock, which is 100% of the fair market value of the Common
Stock as determined on the date of grant of this Option.
3. EXERCISE OF OPTION. This Option shall be exercisable during its term in
accordance with the provisions of Section 8 of the Plan as follows:
(i) RIGHT TO EXERCISE.
(a) This Option shall become exercisable cumulatively as to
twenty-five percent (25%) of the Optioned Stock for each full quarter after
the date of grant that the Optione remains a Director; provided, however,
that in no event shall this Option be exercisable until shareholder approval
of the Plan has been obtained in accordance with Section 16 thereof.
(b) This Option may not be exercised for a fraction of a share.
(c) In the event of Optionee's death, disability or other
termination of service as a Director, the exercisability of the Option is
governed by Sections 6, 7 and 8 of this Agreement.
(ii) METHOD OF EXERCISE. This Option shall be exercisable by
written notice (in the form attached hereto as EXHIBIT A) which shall state
the election to exercise the Option and the number of Shares in respect of
which the Option is being exercised. The written notice shall be signed by
the Optionee and shall be delivered in person or by certified mail to the
Secretary of the Company. The written notice shall be accompanied by payment
of the exercise price.
<PAGE>
4. METHOD OF PAYMENT. Payment of the exercise price shall be by
any of the following, or a combination thereof, at the
election of the Optionee:
(i) cash,
(ii) check,
(iii) other shares which (x) in the case of Shares acquired upon
exercise of an Option either have been owned by the
Optionee for more than six (6) months on the date of
surrender or were not acquired, directly or indirectly,
from the Company, 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) promissory note,
(v) consideration received by the Company under a cashless
exercise program implemented by the Company in connection
with the Plan, or
(vi) by delivering an irrevocable subscription agreement for
the Shares which irrevocably obligates the Optionee to
take and pay for the Shares not more than twelve (12)
months after the date of delivery of the subscription
agreement,
5. RESTRICTIONS ON EXERCISE. This Option may not be exercised if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulations, or if such issuance
would not comply with the requirements of any stock exchange upon which the
Shares may then be listed. As a condition to the exercise of this Option, the
Company may require Optionee to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
6. TERMINATION OF STATUS AS A DIRECTOR. If Optionee ceases to serve as a
Director, he may, but only within three (3) months after the date he ceases to
be a Director of the Company, exercise this Option to the extent that he was
entitled to exercise it at the date of such termination. Notwithstanding the
foregoing, in no event may the Option be exercised after its ten (10) year term
has expired. To the extent that he was not entitled to exercise this Option at
the date of such termination, or if he does not exercise this Option within the
time specified herein, the Option shall terminate.
7. DISABILITY OF OPTIONEE. Notwithstanding the provisions of Section 6
above, if Optionee is unable to continue his service as a Director as a result
of his Disability he may, but only within six (6) months from the date of
termination, exercise this Option to the extent he was entitled to exercise it
at the date of such termination. To the extent that he was not entitled to
exercise this Option at the date of termination, or if he does not exercise this
Option within the time specified herein, the Option shall terminate.
<PAGE>
8. DEATH OF OPTIONEE. In the event of the death of Optionee, the Option may
be exercised, at any time within six (6) months following the date of death, by
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent of the right to exercise that
had accrued at the date of death.
9. 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 him. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
10. TERM OF OPTION. This Option may not be exercised more than ten (10)
years from the date of grant of this Option, and may be exercised during such
term only in accordance with the Plan and the terms of this Option.
11. TAXATION UPON EXERCISE OF OPTION. Optionee understands that, upon
exercise of this Option, he will recognize income for tax purposes in an amount
equal to the excess of the then fair market value of the Shares purchased over
the exercise price paid for such Shares. Upon a resale of such Shares by the
Optionee, any difference between the sale price and the fair market value of the
Shares on the date of exercise of the Option will be treated as capital gain or
loss.
Optionee acknowledges receipt of a copy of the Plan, a copy of which is
annexed hereto, and represents that he is familiar with the terms and provisions
thereof, and hereby accepts this Option subject to all of the terms and
provisions thereof. Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Board upon any questions arising
under the Plan.
---------------------------------
Date
---------------------------------
Optionee
<PAGE>
EXHIBIT A
DIRECTOR OPTION EXERCISE NOTICE
Adaptec, Inc.
691 South Milpitas Boulevard
Milpitas, CA 95035
Attention: Corporate Secretary
1. EXERCISE OF OPTION. The undersigned ("Optionee") hereby elects to
exercise Optionee's option to purchase ______ shares of the Common Stock (the
"Shares") of Adaptec, Inc. (the "Company") under and pursuant to the
Company's 2000 Director Option Plan and the Director Option Agreement dated
_______________ (the "Agreement").
2. REPRESENTATIONS OF OPTIONEE. Optionee acknowledges that Optionee has
received, read and understood the Agreement.
3. TAX CONSEQUENCES. Optionee understands that Optionee may suffer
adverse tax consequences as a result of Optionee's purchase or disposition of
the Shares. Optionee represents that Optionee has consulted with any tax
consultant(s) Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.
4. DELIVERY OF PAYMENT. Optionee herewith delivers to the Company the
aggregate purchase price for the Shares that Optionee has elected to purchase
and has made provision for the payment of any federal or state withholding
taxes required to be paid or withheld by the Company.
5. ENTIRE AGREEMENT. The Agreement is incorporated herein by reference.
This Exercise Notice and the Agreement constitute the entire agreement of the
parties and supersede in their entirety all prior undertakings and agreements
of the Company and Optionee with respect to the subject matter hereof. This
Exercise Notice and the Agreement are governed by California law except for
that body of law pertaining to conflict of laws.
Submitted by: Accepted by:
OPTIONEE: ADAPTEC, INC.
By: By:
----------------------------- -----------------------------
Its:
----------------------------
Address:
Dated: Dated:
-------------------------- --------------------------
