Restricted Stock Award Agreement

Exhibit 10.02


ADAPTEC, INC.
RESTRICTED STOCK AWARD AGREEMENT


This RESTRICTED STOCK AWARD 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 6 of the Plan provides that Restricted Stock Awards 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 Award 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 Award. The Company hereby grants to the Grantee a Restricted Stock Award covering _________Shares (the "RSA") as of the Grant Date. Exercise Price. The exercise price per Share of the RSA shall be $______ (the "Exercise Price"). Settlement of RSA. Upon each vesting of all or a specified portion of the RSA, 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, common stock in an amount equal to the number of RSA's vesting on each vesting date. Vesting. Except as may be otherwise provided in the Plan and this Agreement, the RSA shall vest and become exercisable as follows: _________of the Shares covered by the RSA shall vest on _________ and _________of the Shares covered by the RSA shall vest _________. Vesting of the RSA shall be subject to acceleration as provided in the Plan. Term of RSA. The term of the RSA commences on the Grant ...