Bylaws of Registrant

BYLAWS


OF


ADAPTEC, INC.


2


TABLE OF CONTENTS


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ARTICLE I CORPORATE OFFICES.....................................................................1


1.1 REGISTERED OFFICE.................................................................1
1.2 OTHER OFFICES.....................................................................1


ARTICLE II MEETINGS OF STOCKHOLDERS.............................................................1


2.1 PLACE OF MEETINGS.................................................................1
2.2 ANNUAL MEETING....................................................................1
2.3 SPECIAL MEETING...................................................................2
2.4 NOTICE OF STOCKHOLDERS' MEETINGS..................................................2
2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE......................................2
2.6 QUORUM............................................................................3
2.7 ADJOURNED MEETING; NOTICE.........................................................3
2.8 VOTING............................................................................3
2.9 VALIDATION OF MEETING; WAIVER OF NOTICE...........................................4
2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING ..........................4
2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING........................................4
2.12 PROXIES...........................................................................5
2.13 INSPECTORS OF ELECTION............................................................5
2.14 LIST OF STOCKHOLDERS ENTITLED TO VOTE.............................................6
2.15 ADVANCE NOTICE OF STOCKHOLDER NOMINATIONS.........................................6
2.16 ADVANCE NOTICE OF STOCKHOLDER BUSINESS............................................7


ARTICLE III DIRECTORS...........................................................................7


3.1 POWERS............................................................................7
3.2 NUMBER OF DIRECTORS...............................................................8
3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS...........................8
3.4 RESIGNATION AND VACANCIES.........................................................8
3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE..........................................9
3.6 FIRST MEETINGS....................................................................9
3.7 REGULAR MEETINGS.................................................................10
3.8 SPECIAL MEETINGS; NOTICE.........................................................10
3.9 QUORUM...........................................................................10
3.10 WAIVER OF NOTICE.................................................................10
3.11 ADJOURNMENT......................................................................11
3.12 NOTICE OF ADJOURNMENT............................................................11
3.13 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING................................11


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3.14 FEES AND COMPENSATION OF DIRECTORS...............................................11
3.15 APPROVAL OF LOANS TO OFFICERS....................................................11
3.16 REMOVAL OF DIRECTORS.............................................................12


ARTICLE IV COMMITTEES..........................................................................12


4.1 COMMITTEES OF DIRECTORS..........................................................12
4.2 COMMITTEE MINUTES................................................................12
4.3 MEETINGS AND ACTION OF COMMITTEES................................................13


ARTICLE V OFFICERS.............................................................................13


5.1 OFFICERS.........................................................................13
5.2 ELECTION OF OFFICERS.............................................................13
5.3 SUBORDINATE OFFICERS.............................................................14
5.4 REMOVAL AND RESIGNATION OF OFFICERS..............................................14
5.5 VACANCIES IN OFFICES.............................................................14
5.6 CHAIRMAN OF THE BOARD............................................................14
5.7 CHIEF EXECUTIVE OFFICER..........................................................14
5.8 PRESIDENT........................................................................15
5.9 CHIEF OPERATING OFFICER..........................................................15
5.10 CORPORATE VICE PRESIDENTS........................................................15
5.11 SECRETARY........................................................................15
5.12 CHIEF FINANCIAL OFFICER..........................................................16
5.13 TREASURER........................................................................16
5.14 ADMINISTRATIVE VICE PRESIDENTS...................................................16
5.15 AUTHORITY AND DUTIES OF OFFICERS.................................................17


ARTICLE VI INDEMNITY...........................................................................17


6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS........................................17
6.2 INDEMNIFICATION OF OTHERS........................................................17
6.3 PAYMENT OF EXPENSES IN ADVANCE...................................................18
6.4 INDEMNITY NOT EXCLUSIVE..........................................................18
6.5 INSURANCE INDEMNIFICATION........................................................18


ARTICLE VII RECORDS AND REPORTS................................................................19


7.1 MAINTENANCE AND INSPECTION OF RECORDS............................................19
7.2 MAINTENANCE AND INSPECTION OF BYLAWS.............................................20
7.3 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS............................20
7.4 INSPECTION BY DIRECTORS..........................................................20
7.5 REPRESENTATION OF SHARES OF OTHER CORPORATIONS...................................21


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ARTICLE VIII GENERAL MATTERS...................................................................21


8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING............................21
8.2 CHECKS...........................................................................21
8.3 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.................................22
8.4 STOCK CERTIFICATES; PARTLY PAID SHARES...........................................22
8.5 SPECIAL DESIGNATION ON CERTIFICATES..............................................22
8.6 LOST CERTIFICATES................................................................23
8.7 CONSTRUCTION; DEFINITIONS........................................................23
8.8 DIVIDENDS........................................................................23
8.9 FISCAL YEAR......................................................................23
8.10 TRANSFER OF STOCK................................................................24
8.11 STOCK TRANSFER AGREEMENTS........................................................24
8.12 REGISTERED STOCKHOLDERS..........................................................24


ARTICLE IX EMERGENCY PROVISIONS................................................................24


9.1 GENERAL..........................................................................24
9.2 UNAVAILABLE DIRECTORS............................................................25
9.3 AUTHORIZED NUMBER OF DIRECTORS...................................................25
9.4 QUORUM...........................................................................25
9.5 CREATION OF EMERGENCY COMMITTEE..................................................25
9.6 CONSTITUTION OF EMERGENCY COMMITTEE..............................................25
9.7 POWERS OF EMERGENCY COMMITTEE....................................................26
9.8 DIRECTORS BECOMING AVAILABLE.....................................................26
9.9 ELECTION OF BOARD OF DIRECTORS...................................................26
9.10 TERMINATION OF EMERGENCY COMMITTEE...............................................26


ARTICLE X AMENDMENTS...........................................................................27


ARTICLE XI DISSOLUTION.........................................................................27


ARTICLE XII CUSTODIAN..........................................................................28


12.1 APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES......................................28
12.2 DUTIES OF CUSTODIAN..............................................................28


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BYLAWS


OF


ADAPTEC, INC.


ARTICLE I


CORPORATE OFFICES


I.1 REGISTERED OFFICE


The registered office of the corporation shall be fixed in the certificate of incorporation of the corporation.


I.2 OTHER OFFICES


The board of directors may at any time establish other offices at any place or places where the corporation is qualified to do business.


ARTICLE II


MEETINGS OF STOCKHOLDERS


II.1 PLACE OF MEETINGS


Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the board of directors. In the absence of any such designation, stockholders' meetings shall be held at the principal executive office of the corporation.


II.2 ANNUAL MEETING


The annual meeting of stockholders shall be held each year on a date and at a time designated by the board of directors. In the absence of such designation, the annual meeting of stockholders shall be held on the fourth Thursday of August in each fiscal year at 9:30 a.m. However, if such day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding full business day. At the meeting, directors shall be elected and any other proper business may be transacted.


II.3 SPECIAL MEETING 6


A special meeting of the stockholders may be called at any time by the board of directors, the chairman of the board, the chief executive officer, the president or by one or more stockholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting.


If a special meeting is called by any person or persons other than the board of directors, then the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the chief executive officer, the president, the chief operating officer, any corporate vice president or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the stockholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting, so long as that time is not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, then the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the board of directors may be held.


II.4 NOTICE OF STOCKHOLDERS' MEETINGS


All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.5 of these bylaws not less than ten (10) (or, if sent by third-class mail pursuant to Section 2.5 of these bylaws, thirty (30)) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, date, and hour of the meeting, and (i) in the case of a special meeting, the general nature of the business to be transacted (no business other than that specified in the notice may be transacted) or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the stockholders (but any proper matter may be presented at the meeting for such action). The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees who, at the time of the notice, management intends to present for election.


II.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE


Written notice of any meeting of stockholders shall be given either personally, by first-class mail, by third-class mail, but only if the Corporation has outstanding shares held of record by five hundred (500) or more persons, or by telegraphic or other written communication. Notices not personally delivered shall be sent postage prepaid and shall be addressed to the stockholder at the address of that stockholder appearing on the books of the corporation or given by the stockholder to the corporation for the purpose of notice. Notice shall be deemed to have been given at such time as


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it is delivered personally or deposited in the mail or sent by telegram or other means of written communication.


An affidavit of the mailing or other means of giving any notice of any stockholders' meeting, executed by the secretary, assistant secretary or any transfer agent of the corporation giving the notice, shall be prima facie evidence of the giving of such notice.


II.6 QUORUM


The holders of a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders, except as otherwise provided by statute or by the certificate of incorporation. The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.


When a quorum is present at any meeting, the affirmative vote of holders of a the majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the laws of the State of Delaware or of the certificate of incorporation or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of the question.


II.7 ADJOURNED MEETING; NOTICE


Any stockholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 2.6 of these bylaws.


When any meeting of stockholders, either annual or special, is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than forty-five (45) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.4 and 2.5 of these bylaws.


II.8 VOTING


The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to the provisions of


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Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgers and joint owners of stock and to voting trusts and other voting agreements).


Except as provided in the last paragraph of this Section 2.8, or as may be otherwise provided in the certificate of incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.


On any matter other than the election of directors, any stockholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the stockholder fails to specify the number of shares which the stockholder is voting affirmatively, it will be conclusively presumed that the stockholder's approving vote is with respect to all shares which the stockholder is entitled to vote.


If a quorum is present, the affirmative vote of the majority of the shares represented and voting at a duly-held meeting (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the stockholders, unless the vote of a greater number, or voting by classes, is required by law or by the certificate of incorporation.


II.9 VALIDATION OF MEETING; WAIVER OF NOTICE


Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.


II.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING


The stockholders of the corporation may not take action by written consent without a meeting but must take any such actions at a duly called annual or special meeting.


II.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING


For purposes of determining the stockholders entitled to notice of any meeting or to vote thereat, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting and in such event only stockholders of record on the date so fixed are entitled to notice and to vote, notwithstanding any transfer of any shares on the books of the corporation after the record date.


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If the board of directors does not so fix a record date, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.


A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting, but the board of directors shall fix a new record date if the meeting is adjourned for more than thirty (30) days from the date set for the original meeting.


The record date for any other purpose shall be as provided in Section 8.1 of these bylaws.


II.12 PROXIES


Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him by a written proxy, signed by the stockholder and filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder's attorney-in-fact. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(e) of the General Corporation Law of Delaware.


II.13 INSPECTORS OF ELECTION


Before any meeting of stockholders, the board of directors shall appoint one or more inspectors to act at the meeting and make a written report thereof. The board of directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting.


Such inspectors shall:


(a) ascertain the number of shares outstanding and the voting power of each;


(b) determine the shares represented at a meeting and the validity of proxies and ballots;


(c) count all votes and ballots;


(d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and


(e) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.


The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the inspectors' duties.


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II.14 LIST OF STOCKHOLDERS ENTITLED TO VOTE


The officer who has charge of the stock ledger of a corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.


II.15 ADVANCE NOTICE OF STOCKHOLDER NOMINATIONS


Nominations of persons for election to the board of directors of the corporation may be made at a meeting of stockholders by or at the direction of the board of directors or by any stockholder of the corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this Section. Such nominations, other than those made by or at the direction of the board of directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the corporation not less than twenty (20) days nor more than sixty (60) days prior to the meeting; provided, however, that in the event less than thirty (30) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such stockholder's notice shall set forth (a) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the corporation which are beneficially owned by such person, (iv) any other information relating to such person that is required by law to be disclosed in solicitations of proxies for election of directors, and (v) such person's written consent to being named as a nominee and to serving as a director if elected; and (b) as to the stockholder giving the notice: (i) the name and address, as they appear on the corporation's books, of such stockholder, (ii) the class and number of shares of the corporation which are beneficially owned by such stockholder, and (iii) a description of all arrangements or understandings between such stockholder and each nominee and any other person or persons (naming such person or persons) relating to the nomination. At the request of the board of directors any person nominated by the board of directors for election as a director shall furnish to the Secretary of the corporation that information required to be set forth in the stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section. The chairman of the meeting shall, if the facts warrant,

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