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Exhibit
10.04
ADAPTEC, INC.
RESTRICTED STOCK UNIT AGREEMENT
This RESTRICTED STOCK UNIT 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 8 of the Plan provides that Restricted Stock Units
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 Restricted Stock Unit 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 Restricted Stock Unit. The Company hereby grants to
the Grantee a Restricted Stock Unit covering _________Shares (the
"RSU") as of the Grant Date.
- Settlement of RSU. Upon each vesting of all or a specified
portion of the RSU, the Grantee (or such other person entitled to
receive payment 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 of the Fair Market Value of a share
of common stock , by
- The number of Shares covered by the RSU vesting on each vesting
date.
- Vesting. Except as may be otherwise provided in the Plan and
this Agreement, the RSU shall vest as follows: _________of the
Shares covered by the RSU shall vest on _________ and _________of
the Shares covered by the RSU shall vest _________. Vesting of the
RSU shall be subject to acceleration as provided in the Plan.
- Term of RSU. The term of the RSU commences on the Grant Date
and expires upon the earliest of the following:
-
- Immediately upon Grantee's ceasing to be a member of the Board;
or
- Each vesting and the related ca
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