Employment Agreement (2008)Full Document 

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August 27, 2008

Mr. Anil Gupta

[Address]

Dear Anil:

On behalf of Adaptec, Inc., I am pleased to offer you the position of Vice President and General Manager, reporting to me. I am confident that you will provide the senior leadership that will continue to enhance our customer and stockholder value.

We are confident you will make a major contribution to our success and are looking forward to having you join us.

EMPLOYMENT AGREEMENT

Adaptec, Inc., a Delaware corporation (hereinafter, "Adaptec"), is acquiring Aristos Logic Corporation, a Delaware corporation (hereinafter "Aristos") (the "Acquisition"), pursuant to the merger of Merger Sub (as hereafter defined) with and into Aristos (the "Merger") to be effected pursuant to the Agreement and Plan of Merger dated on or about August 27, 2008 (as may be amended from time to time) (the "Merger Agreement") by and among Adaptec, Aristos, and Ariel Acquisition Corp., a wholly-owned acquisition subsidiary of Adaptec ("Merger Sub'). It is a material inducement and condition to Adaptec's execution and delivery of the Merger Agreement and its willingness to complete the Acquisition that you, Anil Gupta (the "Employee") enter into this employment agreement (the "Agreement"). This Agreement becomes effective upon the closing of the Acquisition (the "Effective Date"). If you accept this offer, and the contingencies of this offer are satisfied, on the Effective Date you will become an employee of Adaptec or its subsidiary (at Adaptec's sole election), on the following terms. If you do not accept this offer prior to the time the Merger Agreement is entered into, your employment with Aristos will be viewed as a voluntary resignation, and your employment will terminate immediately prior to the Effective Date, and you will not be entitled to any severance from Adaptec or Aristos. This Agreement supersedes the terms of Employee's Aristos Logic employment agreements.

1. DUTIES AND RESPONSIBILITIES: Employee will be employed by Adaptec in the position of Vice President and General Manager, reporting to Adaptec's Chief Executive Officer (hereinafter, "CEO"). Employee's duties and responsibilities will be assigned by Adaptec's CEO or his designee. Employee's duties and responsibilities may be altered, modified and changed as Adaptec's CEO deems appropriate.

2. COMPENSATION: Employee's base salary will be $267,586 per year. Adaptec's CEO and Compensation Committee of the Board of Directors may increase Employee's base salary from time to time as they deem appropriate. In addition, Employee will be eligible to participate in the Performance Incentive Plan at a targeted amount of 50% of annual base salary. That plan has a variable payout based upon Aristos Logic's product lines performance, as well as the performance of Employee. The performance targets for Adaptec and/or Aristos Logic's product lines and Employee which shall serve as the basis for awarding Employee an incentive bonus shall be established by Adaptec's CEO and Board of Directors, in their sole discretion, prior to the beginning of Adaptec's FY'09 Q3 and at the beginning of the each subsequent Fiscal Year. It is within the sole discretion of Adaptec's CEO or his designee to determine whether Employee achieved all or part of the targets established as well as the resulting bonus amount to be awarded. All bonus plans, including all performance targets and all other aspects and conditions of those plans, shall be established by and subject to change and modification by Adaptec's CEO and Board of Directors in their sole discretion.

3. STOCK OPTIONS:  In accordance with Adaptec Stock Option Plan, the Compensation Committee of our Board of Directors approved that Employee be granted an option to purchase 40,000 shares of Adaptec stock. The Option shall be an "Incentive Stock Option" to the maximum limit allowable under the 2004 Plan and IRS regulations. Any portion of this Option in excess of the 2004 Plan and IRS limitations shall be deemed to be a Non-Qualified Stock Option. The exercise price of the Option shall be the fair market value of Adaptec's common stock on the date of grant, tentatively scheduled for September 2, 2008 (the date you actively join Adaptec's payroll). These options will cliff vest at 33% on September 2, 2009, and vest quarterly thereafter at 8.375% and will be fully vested at the end of three years, subject to Employee's continued service. Employee will also receive 75,000 shares of performance-based restricted stock awards that vest upon on the completion of specific performance goals to be determined by Employee and CEO, and approved by the Compensation Committee of Adaptec's Board of Directors. As deemed appropriate by Adaptec's CEO and Board of Directors, Employee may receive additional grants under the 2004 Equity Incentive Plan. Any such future grants will vary in number given and in vesting schedules.

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