ADVANCED DITIGAL INFORMATION CORP
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ADIC-ROCKSOFT EMPLOYEE RETENTION
POOL SHARE PLAN
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PLAN RULES
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TABLE OF CONTENTS
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1.
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DEFINITIONS
AND INTERPRETATION
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1
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2.
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PURPOSE OF
THE PLAN
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4
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3.
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OPERATION OF
THE PLAN
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4
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4.
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CUSTODIAN
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4
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5.
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HOW THE PLAN
WORKS
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4
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6.
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SHARES AND
ACCRETIONS
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5
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7.
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TERMINATION
OR SUSPENSION OF THE PLAN
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5
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8.
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CONNECTION
WITH OTHER SCHEMES
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6
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9.
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RELATIONSHIP
OF THE COMPANY, ROCKSOFT AND PARTICIPANTS
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6
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10.
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LIABILITY
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6
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11.
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ADMINISTRATION OF THE PLAN
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6
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12.
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LISTING
RULES AND OTHER LAWS
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7
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13.
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NOTICES
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7
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14.
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GOVERNING
LAW
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8
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ADVANCED DITIGAL INFORMATION CORP
(" COMPANY ")
ADIC-ROCKSOFT EMPLOYEE RETENTION POOL SHARE
PLAN
PLAN RULES
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1.
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DEFINITIONS AND
INTERPRETATION
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1.1
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Definitions
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In these Rules, unless something else is clearly
intended:
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" Accretion " means any accretion,
dividend, distribution, entitlement, benefit or right of whatever
kind whether cash or otherwise which is issued, declared, paid,
made, arises or accrues directly or indirectly to, or in respect
of, a Share, including any such entitlement relating to a
subdivision, consolidation or other reconstruction, Entitlements
Offer or distribution from any reserve of the Company and any
reduction of capital.
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" AUD " means Australian
dollars.
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" Board " means the board of directors of
the Company or a committee appointed by the Board.
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" Bonus Shares " means the shares in
respect of the Plan Shares issued as part of a bonus issue to
security holders of the Company.
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" Custodian " means the custodian
appointed from time to time by the Company in accordance with Rule
4 to hold the Plan Shares in accordance with these
Rules.
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" Corporations Act " means the
Corporations Act 2001 (Commonwealth of Australia).
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" Effective Date " has the meaning set
out in the Implementation Deed.
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" Employee " means a person who is a
permanent full-time or permanent part-time employee of the Company
or Rocksoft.
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" Entitlements Offer " means an offer
made by the Company to subscribe for, or otherwise acquire, issued
or unissued securities, whether of the Company or any other
body.
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" Event " means:
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(a)
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a takeover bid or proposal for control of the
Company is made to the holders of Shares which is recommended for
acceptance by the Board and is free from all conditions;
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(b)
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pursuant to an application made to the Court,
the Court orders a meeting to be held in relation to a proposed
compromise or arrangement for the purpose of, or in connection
with, a scheme for the reconstruction of the Company or its
amalgamation with any other company;
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1
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(c)
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the Company passes a resolution for voluntary
winding up;
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(d)
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an order is made for the compulsory winding up
of the Company; or
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(e)
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a determination by the Board that there are
circumstances which have occurred, or are likely to occur, which
will result in significant changes to the structure or control of
the Company which may adversely affect the rights or value of
benefits to Participants under the Plan.
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"
Implementation Agreement " means the Implementation
Agreement between Rocksoft and the Company dated March 14, 2006, as
amended.
"
Listing Rules " means the listing rules of NASDAQ and any
other rules of NASDAQ which are applicable while the Company is
admitted to the official list of NASDAQ, each as amended or
replaced from time to time, except to the extent of any express
written waiver by NASDAQ.
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Plan Expenses " means all expenses, outgoings, costs and
charges incurred in establishing and operating the Plan and
includes any amount of income or other tax payable by the Company
in relation to the Plan.
"
Retention Amount " means the AUD equivalent of USD
$2,000,000, using the AUD/USD exchange rate as published by the
Reserve Bank of Australia as at the date of the Implementation
Agreement.
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Plan Shares " means:
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(a)
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Shares held by the Custodian under the Plan,
being shares which rank equally for all purposes with the Shares;
and
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(b)
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Shares which are deemed to be Plan Shares by
virtue of Rule 6.
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"
Proportional Plan Shares " means the proportion of Plan
Shares, as set out in the Schedule and as amended from time to time
pursuant to Rule 5.2, which a Participant may receive pursuant to
these Rules.
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Rocksoft " means Rocksoft Limited (ABN 47 008 280
153).
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Participants " means the participants of the Plan, being the
persons listed in the Schedule.
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Plan " means the ADIC-Rocksoft Employee Retention Pool Share
Plan constituted by these Rules.
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Rules " means these rules of the Plan, as amended from time
to time.
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Shares " means fully paid shares of common stock of the
Company. 1
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____________________
1 In connection with the consummation of the merger of
ADIC and Quantum Corporation on August 22, 2006, "Shares" was
revised to mean shares of common stock of Quantum
Corporation.
2
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" Transfer Date " means the earliest of
the date that:
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(a)
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is 3 years af
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