QUANTUM CORPORATION RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.2

QUANTUM CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

Quantum Corporation (the "Company") hereby grants you, [NAME OF DIRECTOR] (the "Director"), the number of Restricted Stock Units under the Company's Nonemployee Director Equity Incentive Plan (the "Plan") indicated below. Subject to the provisions of Appendix A and of the Plan, the principal features of this award are as follows:

IMPORTANT:

By electronically accepting this award, you agree that this award is subject to all of the terms and conditions contained in Appendix A and the Plan. For example, important additional information on vesting and forfeiture of the Restricted Stock Units covered by this grant is contained in Paragraphs 3 through 5 of Appendix A. Especially, you consent that the Company may use and transfer your personal information as described in Paragraph 24 of the Agreement. PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS GRANT.

In addition, by accepting this award, you agree to the following: " This electronic contract contains my electronic signature, which I have executed with the intent to sign this Agreement ." Please be sure to retain a copy of your electronically signed Agreement; you may obtain a paper copy at any time and at the Company's expense by requesting one from the Company's Stock Administration Department (see paragraph 12 below). If you prefer not to electronically sign this Agreement, you may accept this Agreement by signing a paper copy of the Agreement and delivering it to the Company's Stock Administration Department.

APPENDIX A - TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT

1. 1. Grant . The Company hereby grants to the Director under the Plan the number of Restricted Stock Units indicated on the first page of this Agreement, subject to the terms and conditions set forth in this Agreement and the Plan. When Shares are paid to the Director in payment for the Restricted Stock Units, par value will be deemed paid by the Director for each Restricted Stock Unit by past services rendered by the Director and will be subject to the appropriate tax withholdings.
   2. Company's Obligation to Pay . On any date, a Restricted Stock Unit has a value equal to the Fair Market Value of one Share. Unless and until the Restricted Stock Units have vested in accordance with the Vesting Schedule set forth on the first page of this Agreement, the Director will have no right to payment of the Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, Restricted Stock Units represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.
   3. Vesting Schedule . Except as provided in paragraph 4, and subject to paragraph 5, the Restricted Stock Units subject to this grant will vest as to the number of Restricted Stock Units, and on the dates shown, on the first page of this Agreement, but in each case, only if the Director remains a member of the Company's Board of Directors through the applicable vesting date(s).
   4. Committee Discretion . The Committee, in its discretion, may accelerate the vesting of all or a portion of the Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) as of the date specified by the Committee. If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units, the payment of such accelerated Restricted Stock Units nevertheless shall be made at the same time or times as if such Restricted Stock Units had vested in accordance with the vesting schedule set forth on the first page of this Agreement (whether or not the Director remains employed by the Company or by one of its Subsidiaries as of such date(s)), unless an earlier payment date, in the judgment of the Committee, would not cause the Director to incur an additional tax under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder ("Section 409A").
   5. Forfeiture . Notwithstanding any contrary provision of this Agreement, the balance of the Restricted Stock Units that have not vested pursuant to paragraphs 3 or 4 will be forfeited and cancelled automatically on the first to occur of (a) the date the Director is no longer a member of the Company's Board of Directors or (b) the Termination Date set forth on first page of this Agreement.
   6. Payment after Vesting . Restricted Stock Units that vest will be paid to the Director (or in the event of the Director's death, to his or her estate) in Shares as soon as practicable following the date of vesting. Notwithstanding the foregoing, and if permitted by the Committee, the Director may elect to defer the payout of vested Restricted Stock Units by properly completing and submitting a Restricted Stock Unit Deferral Election to the Company in accordance with the directions on the Election form. Notwithstanding the foregoing, if the Director is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, any Restricted Stock Units that vest on account of the Director's "separation from service" (within the meaning of Section 409A(a)(2)(A)(i) of the Code) will be paid to the Director (or in the event of the Director's death, to his or her estate) no earlier than six (6) months and one (1) day following the date the Director ceases to be a member of the Board of Directors, subject to Section 8.
   7. Death of the Director . Any distribution or delivery to be made to the Director under this Agreement will, if the Director is then deceased, be made to the administrator or executor of the Director's estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.
   8. Withholding of Taxes . The Company may withhold a portion of the payment due with respect to vested Restricted Stock Units that has an aggregate market value sufficient to pay the federal, state and local income, employment and any other applicable taxes required to be withheld by the Company. Notwithstanding any contrary provision of this Agreement, no payment will be made to the Director (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the Committee) have been made by the Director with respect to the payment of any income and other taxes that the Company determines must be withheld or collected with respect to the Director's vested Restricted Stock Units. In addition, the Director agrees that the Company may withhold from amounts otherwise due to the Director, including compensation payable to the Director, to the extent necessary to satisfy any withholding obligation that may arise with respect to the Restricted Stock Units prior to payment of vested Restricted Stock Units. All income and other taxes related to this a