Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER
OF ADAPTEC INC.,
A DELAWARE CORPORATION,
AND
ADAPTEC INC.,
A CALIFORNIA CORPORATION


THIS AGREEMENT AND PLAN OF MERGER dated as of February 23, 1998 (the "Agreement") is between Adaptec, Inc. a Delaware corporation ("Adaptec Delaware"), and Adaptec Inc., a California corporation ("Adaptec California"). Adaptec Delaware and Adaptec California are sometimes referred to herein as the "Constituent Corporations."


RECITALS


A. Adaptec Delaware is a corporation duly organized and existing under the laws of the State of Delaware and has an authorized capital of 401,000,000 shares, $0.001 par value, of which 400,000,000 shares are designated "Common Stock" and 1,000,000 shares are designated "Preferred Stock" of which Two-Hundred Fifty Thousand (250,000) shares are designated as Series A Participating Preferred. As of February 23, 1998, 100 shares of Common Stock were issued and outstanding, all of which are held by Adaptec California, and no shares of Preferred Stock were issued and outstanding.


B. Adaptec California is a corporation duly organized and existing under the laws of the State of California and has an authorized capital of 401,000,000 shares, $0.001 par value, of which 400,000,000 are designated "Common Stock" and 1,000,000 shares are designated "Preferred Stock" of which Two-Hundred Fifty Thousand (250,000) are designated as Series A Participating Preferred Stock. As of February 23, 1998, 113, 737,361 shares of Common Stock were issued and outstanding, and no shares of Preferred Stock were issued and outstanding.


C. The Board of Directors of Adaptec California has determined that, for the purpose of effecting the reincorporation of Adaptec California in the State of Delaware, it is advisable and in the best interests of Adaptec California and its shareholders that Adaptec California merge with and into Adaptec Delaware upon the terms and conditions herein provided.


D. The respective Boards of Directors of Adaptec Delaware and Adaptec California have approved this Agreement and have directed that this Agreement be submitted to a vote of their respective shareholders and executed by the undersigned officers.


NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, Adaptec Delaware and Adaptec California hereby agree, subject to the terms and conditions hereinafter set forth, as follows:


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I


MERGER


1.1 Merger. In accordance with the provisions of this Agreement, the Delaware General Corporation Law and the California General Corporation Law, Adaptec California shall be merged with and into Adaptec Delaware (the "Merger"), the separate existence of Adaptec California shall cease and Adaptec Delaware shall survive the Merger and shall continue to be governed by the laws of the State of Delaware, and Adaptec Delaware shall be, and is herein sometimes referred to as, the "Surviving Corporation," and the name of the Surviving Corporation shall be Adaptec, Inc.


1.2 Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed:


(a) This Agreement and the Merger shall have been adopted and
approved by the shareholders of each Constituent Corporation in
accordance with the requirements of the Delaware General Corporation Law
and the California General Corporation Law;


(b) All of the conditions precedent to the consummation of the
Merger specified in this Agreement shall have been satisfied or duly
waived by the party entitled to satisfaction thereof;


(c) An executed and acknowledged counterpart of this Agreement
meeting the requirements of the Delaware General Corporation Law shall
have been filed with the Secretary of State of the State of Delaware;
and


(d) An executed counterpart of this Agreement meeting the
requirements of the California General Corporation Law shall have been
filed with the Secretary of State of the State of California.


The date and time when the Merger shall become effective, as aforesaid, is herein called the "Effective Date of the Merger."


1.3 Effect of the Merger. Upon the Effective Date of the Merger, the separate existence of Adaptec California shall cease and Adaptec Delaware, as the Surviving Corporation, (i) shall continue to possess all of its assets, rights, powers and property as constituted immediately prior to the Effective Date of the Merger, (ii) shall be subject to all actions previously taken by its and Adaptec California's Boards of Directors, (iii) shall succeed, without other transfer, to all of the assets, rights, powers and property of Adaptec California in the manner as more fully set forth in Section 259 of the Delaware General Corporation Law, (iv) shall continue to be subject to all of its debts, liabilities and obligations as constituted immediately prior to the Effective Date of the Merger, and (v) shall succeed, without other transfer, to all of the debts, liabilities and obligations of Adaptec California in the same manner as if Adaptec Delaware had itself incurred them, all as more fully provided under the applicable provisions of the Delaware General Corporation Law and the California General Corporation Law.


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II


CHARTER DOCUMENTS, DIRECTORS AND OFFICERS


2.1 Certificate of Incorporation. The Certificate of Incorporation of Adaptec Delaware as in effect immediately prior to the Effective Date of the Merger shall continue in full force and effect as the Certificate of Incorporation of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law.


2.2 Bylaws. The Bylaws of Adaptec Delaware as in effect immediately prior to the Effective Date of the Merger shall continue in full force and effect as the Bylaws of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law.


2.3 Directors and Officers. The directors and officers of Adaptec California immediately prior to the Effective Date of the Merger shall be the directors and officers of the Surviving Corporation until their respective successors shall have been duly elected and qualified or until as otherw ...