Sixth Amendement To The Registrants Savings And Retirement Plan

Exhibit 10.35


Sixth Amendment to
Adaptec, Inc. Savings and Retirement Plan


THIS SIXTH 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 January 1, 2008:

The Plan is hereby amended as follows:

1. Section 1.7(a) of the Plan is amended in its entirety to read as follows:

"1.7 "COMPENSATION" shall mean:

(a) For purposes of determining Elective Deferral Contributions and Employer Matching Contributions under Sections 3.1 and 3.2(b), subject to the limitation under Treasury Regulation section 1.401(k)-1(e)(8), Compensation shall mean base wage or salary payments, overtime, payments under the Adaptec Incentive Plan, merit lump sum bonuses, commissions, shift differentials, and payments for paid time off and any elective deferral as defined in section 402(g)(3) of the Code and any amount which is contributed or deferred by the Employer at the election of the Participant and which is not includable in the Participant's gross income by reason of section 125 or 457 of the Code. Compensation shall be limited to that actually paid (or would have been paid but for a cash or deferred election) during the applicable period and in accordance with Treasury Regulation section 1.401(k)-1(e)(8). Compensation shall not include moving allowances, car allowances, bonuses (except payments under the Adaptec Incentive Plan and merit lump sum bonuses), severance pay, post-termination payments made pursuant to an agreement, relocation payments or other compensation not included above. Compensation shall not include amounts which have been deferred pursuant to a non-qualified deferred compensation plan or amounts which are paid pursuant to such a deferred compensation plan. Compensation shall not exceed the maximum dollar limit established under section 401(a)(17) of the Code, as adjusted for increases in the cost-of-living pursuant to section 401(a)(17)(B) of the Code ($230,000 in 2008).

2. Section 15.1 of the Plan is amended in its entirety to read as follows:

"15.1 Limitation of Annual Additions .

(a) Definitions.

(1) Annual Additions . "Annual Additions" means, with respect to each Participant, the sum of employer contributions, employee contributions and forfeitures as specified and defined in Treasury Regulation section 1.415(c)- 1(b) for the Limitation Year under this Plan, or any other defined contribution plan to which contributions are or have been made on behalf of Participants in this Plan or that is required to be aggregated after applying the provisions of Treasury Regulation section 1.415(f)-1("Other Plan(s)").

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(2) Excess Amount . "Excess Amount" means the amount of Annual Additions which, if credited to a Participant's Account under this Plan and any Other Plan(s) for a Limitation Year, would exceed the maximum Annual Additions permitted under section 415(c)(1) of the Code and as set forth in paragraph (b) below.

(3) Limitation Year . "Limitation Year" means the twelve-consecutive month period ending on the last day of the Plan Year. If the Limitation Year is amended (or deemed amended under Treasury Regulation section 1.415(j)-1) to a different twelve- consecutive month period, then the new Limitation Year must begin on a date within the Limitation Year in which the amendment is made effective.

(b) Maximum Annual Additions . The amount of Annual Additions that may be credited to the Participant's Account under this Plan and any Other Plan(s) for any Limitation Year shall not exceed the lesser of:

(1) the dollar amount specified in section 415(c)(1)(A) of the Code, as adjusted annually for increases in the cost-of-living pursuant to section 415(d) of the Code (i.e., $46,000 for Limitation Years beginning in 2008), or

(2) one hundred percent (100%) of the Participant's Compensation for the Limitation Year. The limitation with respect to Compensation shall not apply to an individual medical benefit account (as defined in section 415(l) of the Code) or a post- retirement medical benefits account for a key employee (as defined in section 419A(d)(1) of the Code). If a short Limitation Year is created because of an amendment changing the Limitation Year to a different twelve-consecutive month peri ...