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Exhibit
10.03
ADAPTEC, INC.
STOCK APPRECIATION RIGHT AWARD AGREEMENT
This STOCK APPRECIATION RIGHT AWARD AGREEMENT
(the "Agreement") is made as of __ ________________ (the "Grant
Date") between ADAPTEC, INC. a Delaware corporation (the "Company")
and ________________________(the "Grantee"). Capitalized terms used
and not otherwise defined herein shall have the meaning ascribed
thereto in the Company's 2006 Director Plan (the
"Plan").
A. The Board of Directors (the "Board") and shareholders of the
Company previously adopted the Plan.
B. Section 7 of the Plan provides that Stock Appreciation Rights
may be granted to any eligible person, subject to the terms and
conditions of the Plan, and the Committee has approved the award of
a Stock Appreciation Right to the Grantee as of the Grant Date
pursuant to the terms of the Plan and this Agreement.
In consideration of the foregoing, the parties hereto hereby
agree as follows:
- Grant of Stock Appreciation Right. The Company hereby grants to
the Grantee a Stock Appreciation Right covering _________Shares
(the "SAR") as of the Grant Date.
- Exercise Price. The exercise price per Share of the SAR shall
be $______ (the "Exercise Price").
- Settlement of SAR. Upon exercise of all or a specified portion
of the SAR, the Grantee (or such other person entitled to exercise
the SAR pursuant to this Agreement and the Plan) shall be entitled
to receive from the Company, cash in an amount equal to the amount
determined by multiplying:
-
- 100% percent of the amount (if any) by which the Fair Market
Value on the date of exercise of the SAR exceeds the Exercise
Price, by
- The number of shares of Common Stock with respect to which the
SAR shall have been exercised.
- Vesting. Except as may be otherwise provided in the Plan and
this Agreement, the SAR shall vest as follows: _________ of the
Shares covered by the SAR shall vest _________and_________ of the
Shares covered by the SAR shall vest _________. Vesting of the SAR
shall be subject to acceleration as provided in the Plan.
- Term of SAR. The SAR shall be exercisable during its term only
to the extent it has vested. The term of the SAR commences on the
Grant Date and expires upon the earliest of the following:
-
- _____, the tenth anniversary of the Grant Date; or
- Three (3) months after date that Grantee ceases to be a member
of the Board; provided that if Grantee ceases to be a member of the
Board due to Grantee's death or Disability, then one year after so
ceasing to be a member of the Board.
- Exercise of SAR. The SAR is exercisable by delivery of an
exercise notice, at such location and in such form as
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