Fifth Amendement To The Registrants Savings And Retirement Plan

Exhibit 10.34


Fifth Amendment to
Adaptec, Inc. Savings and Retirement Plan


THIS FIFTH AMENDMENT to the Adaptec, Inc. Savings and Retirement Plan, originally effective January 1, 1986 and most recently restated in its entirety January 1, 1997, as amended (the "Plan"), is adopted effective as of the dates specified below:

The Plan is hereby amended as follows:

1. Section 8.7 of the Plan is hereby amended, effective as of January 1, 2007, to add the following new paragraph (c) as follows:

"8.7 Direct Rollover of Eligible Rollover Distribution .

(c) Special Rule for Non-spousal Beneficiaries . Notwithstanding anything in the Plan to the contrary, effective January 1, 2007, a Beneficiary who is not the surviving spouse of the deceased Participant ("Non-spousal Beneficiary") may elect to have all or a specified portion of the distribution payable to him or her paid, in a direct trustee-to-trustee transfer, to an individual retirement account described in section 408(a) of the Code or an individual retirement annuity (other than an endowment contract) described in section 408(b) of the Code, that is treated as an inherited individual retirement account or annuity, established for the purposes of receiving the distribution on behalf of the Non-spousal Beneficiary."

2. Section 3.2(b) is amended, effective January 1, 2008, in its entirety to read as follows:

"3.2 Employer Contributions

(b) Employer Matching Contribution .

(i) Effective for Plan Years commencing on or after January 1, 2008, the Employer shall make an Employer Matching Contribution in the amount of fifty cents ($0.50) for each dollar ($1.00) of Elective Deferral Contributions actually allocated for such Plan Year to the Elective Deferral Contribution Account of each Participant up to a maximum of three thousand dollars ($3,000.00).

(ii) The Employer may make an additional discretionary Employer Matching Contribution based on Operating Profits on behalf of each Qualified Participant. The amount and timing of such additional discretionary Employer Matching Contribution shall be announced prior to the beginning of each new Plan Year. For purposes of this Section 3.2(b)(ii), "Qualified Participant" shall mean each Participant who is employed on the last day of the Plan Year and was continuously employed for the entire six (6) month period immediately preceding the end of the Plan Year."

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3. Section 8.4(c) is amended, effective January 1, 2008, in its entirety to read as follows:

"8.4 Distribution Pa ...