Exhibit 10.1
ADAPTEC, INC.
Adaptec Incentive Plan
Document
Fiscal Year 2006
1.
Plan Name and Effective
Date
The name of the plan is the Adaptec Incentive
Plan (the “AIP”). The AIP is effective for
Adaptec’s 2006 fiscal year from April 1, 2005 through
March 31, 2006 (“Fiscal Year 2006”).
2.
Purpose
The purpose of the AIP is to provide a direct
financial incentive for eligible executives, managers and
individual contributors to make a significant contribution to
Adaptec’s established goals in order to help Adaptec’s
stockholders realize increased value from their
investment.
3.
Eligibility
All full or part-time exempt employees in grade
21 and above are eligible to participate in the AIP. Employees in
grades 21 and above working in Singapore are not eligible to
participate in the AIP except for 8 or 9 key managers and
executives as determined by management. All eligible employees must
have worked for Adaptec at least six months and must still be an
employee of Adaptec at the time payments are made, as discussed
below, in order to qualify to participate in the AIP. Commissioned
sales employees, temporary employees and independent contractors
are not eligible to participate in the AIP. All Adaptec
employees that are eligible to participate in the AIP are deemed to
be “Participants” in the AIP.
4.
Timing of AIP
Payments
Except for holdback payments as described in
Section 8 below, payments that become due under the AIP will
be paid to Participants as soon as administratively feasible after
the overall budget is approved by the Compensation Committee of
Adaptec’s Board of Directors (“the Compensation
Committee”) following the close of the second quarter of
Fiscal Year 2006 or the fourth quarter of Fiscal Year 2006, as
applicable.
5.
Funding the AIP
Pool
The AIP reinforces two key goals that support
Adaptec’s strategic plans: maximizing Adaptec’s revenue
(“Revenue”) and maximizing Adaptec’s Operating
Profit Before Taxes (“OPBT”). In order for the
Compensation Committee to fund the AIP incentive pool (the
“AIP Pool”) and in order for Participants to be
eligible to receive payments
