EXHIBIT 2.4 NONCOMPETITION AGREEMENT This NONCOMPETITION AGREEMENT (this "AGREEMENT") is made as of ___________, 1998 by and among Quantum Corporation, a Delaware corporation ("PARENT"), ATL Products, Inc., a Delaware corporation ("COMPANY"), and __________________ (the "STOCKHOLDER"). RECITALS A. As an employee, executive and stockholder of Company, the Stockholder has obtained extensive and valuable knowledge and information concerning the business of Company (including confidential information relating to Company and its operations, assets, contracts, customers, personnel, plans and prospects). B. Concurrently with the execution and delivery of this Agreement, Parent is acquiring Company through a merger (the "MERGER") of Quick Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent, with and into Company, pursuant to an Agreement and Plan of Reorganization dated May 18, 1998 (the "MERGER AGREEMENT"). The Merger Agreement requires that a noncompetition agreement be executed and delivered by the Stockholder as a condition to the completion of the Merger, and the Stockholder is entering into this Agreement in order to induce Parent to complete the Merger. AGREEMENT The parties, intending to be legally bound, agree as follows: 1. Definitions. Capitalized terms used but not expressly defined in this ----------- Agreement shall have the meanings ascribed to them in the Merger Agreement. 2. Acknowledgments by the Stockholder. The Stockholder acknowledges that ---------------------------------- (a) the Stockholder has occupied a position of trust and confidence with Company prior to the date hereof and has become familiar with the following, any and all of which may constitute confidential information of Company (any such information constituting confidential information of Company, the "CONFIDENTIAL INFORMATION"): (i) any and all trade secrets concerning the business and affairs of Company, data, know-how, compositions, processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans; (ii) any and all information concerning the business and affairs of Company (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; and (iii) any and all notes, analysis, compilations, studies, summaries, and other material prepared by or for Company containing or based, in whole or in part, on any information included in the foregoing, (b) Parent has required that the Stockholder make the covenants set forth in this Agreement as a condition to Parent's acquisition of the Company; (c) the provisions of this Agreement are reasonable and necessary to protect and preserve Company's business, and (d) Company would be irreparably damaged if the Stockholder were to breach the covenants set forth in Sections 3, 4, 5, 6 and 7 of this Agreement. 3. Confidential Information. The Stockholder acknowledges and agrees ------------------------ that all Confidential Information known or obtained by the Stockholder, whether before or after the date hereof, is the property of Parent. Therefore, the Stockholder agrees that the Stockholder will not, at any time, disclose to any unauthorized Persons or use for his own account or for the benefit of any third party any Confidential Information, whether the Stockholder has such information in the Stockholder's memory or embodied in writing or other physical form, without Parent's written consent, unless and to the extent that the Confidential Information (i) is or becomes generally known to and available for use by the public other than as a result of the Stockholder's fault or the fault of any other Person bound by a duty of confidentiality to Parent or Company or (ii) becomes available to Stockholder on a nonconfidential basis from a person other than Company or Parent who is not otherwise bound by a confidentiality agreement with Company or Parent, or is otherwise not under an obligation to Company or Parent not to transmit the information to Stockholder. The Stockholder agrees to deliver to Parent, at any time Parent may request, all documents, memoranda, notes, plans, records, reports, and other documentation, models, components, or computer software, whether embodied in a disk or in other form (and all copies of all of the foregoing), relating to the businesses, operations, or affairs of Company and any other Confidential Information that the Stockholder may then possess or have under the Stockholder's control. 4. Noncompetition. As an inducement for Parent to enter into the Merger -------------- Agreement and as additional consideration for the consideration to be paid under the Merger Agreement (part of which will be distributed to the Stockholder), the Stockholder agrees that during the Noncompetition Period (as hereinafter defined), the Stockholder will not, directly or indirectly, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend the Stockholder's name or any similar name to, lend the Stockholder's credit to, or render services or advice to, any business whose products, product development, services or other activities compete in any respect with the products, product development, services or other activities of or offered by Company, as such existed at or before the Closing Date (the "RESTRICTED BUSINESS"), in North America; provided, however, that the Stockholder may purchase or otherwise acquire up to (but not more than) three percent (3%) of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. The Stockholder agrees that this covenant is reasonable with respect to its duration, geographical area, and scope. As used herein, the "NONCOMPETITION PERIOD" shall commence upon the Closing Date and end upon the earlier of (i) 12 months following the -2- termination of Stockholder's employment with the Company or Parent or (ii) the third anniversary of the Closing Date. Notwithstanding the foregoing, in the event that Stockholder's employment with Parent or Company is terminated by Parent or Company other than for Cause (as defined below), the Noncompetition Period shall end six months following the termination of Stockholder's employment with the Company or Parent. For purposes of this Agreement, "CAUSE" shall mean termination by the Company or Parent (i) because of the Stockholder's commission of a felony involving moral turpitude, (ii) the willful, unauthorized disclosure of the Company's or Parent's trade secrets, or (iii) following delivery to Stockholder of a written demand for performance from Company or Parent which describes the basis for Company's or Parent's belief that Stockholder has not substantially performed his duties, continued violations by Stockholder of Stockholder's obligations to Company or Parent which are demonstrably willful and deliberate on Stockholder's part. 5. Nonsolicitation. The Stockholder further agrees that during the --------------- Noncompetition Period, he will not directly or indirectly, personally or through others, encourage, induce, attempt to induce, solicit or attempt to solicit (on the Stockholder's own behalf or on behalf of any other person or entity) any employee of Parent or Company to leave his or her employment with such firm; provided, however, that the foregoing shall not prohibit general solicitations - -------- ------- by means of newspaper advertisements, web site postings and the like. 6. Independence of Obligations. The covenants of the Stockholder set --------------------------- forth in this Agreement shall be construed as independent of any other agreement or arrangement between the Stockholder, on the one hand, and Parent or Company, on the other. The existence of any claim or cause of action by the Stockholder against Parent or Company shall not constitute a defense to the enforcement of such covenants against the Stockholder. 7. Remedies. If the Stockholder breaches the covenants set forth in this -------- Agreement, each of Parent and Company will be entitled to the following remedies: a. damages from the Stockholder; and b. in addition to its right to damages and any other rights it may have, to obtain injunctive or other equitable relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement, it being agreed that money damages alone would be inadequate to compensate the Parent or Company and would be an inadequate remedy for such breach. 8. Non-Exclusivity. The rights and remedies of Parent and Company --------------- hereunder are not exclusive of or limited by any other rights or remedies which Parent or Company may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of Parent and Company, hereunder, and the obligations and liabilities of the Stockholder hereunder, are in addition to their -3- respective rights, remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like. 9. Waiver. The rights and remedies of the parties to this Agreement are ------ cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement. 10. Governing Law. This Agreement will be governed by the laws of the ------------- State of California without regard to conflicts of laws principles. 11. Severability. If any provision of this Agreement or any part of any ------------ such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) such invalidity of enforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Agreement. Each provision of this Agreement is separable from every other provision of this Agreement, and each part of each provision of this Agreement is separable from every other part of such provision. 12. Counterparts. This Agreement may be executed in one or more ------------ counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. 13. Section Headings, Construction. The headings of Sections in this ------------------------------ Agreement are provided for convenience only and will not affect its construction or interpretation. All references to "Section" or "Sections" refer to the corresponding Section or Sections of this Agreement unless otherwise specified. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word "including" does not limit the preceding words or terms. -4- 14. Notices. All notices, consents, waivers, and other communications ------- under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand, (b) sent by facsimile, provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service or registered mail (receipt requested), in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties): Stockholder: At Stockholder's address set forth on the signature page hereof. Parent: Quantum Corporation 500 McCarthy Boulevard Milpitas, California 95035 Attn: General Counsel 15. Further Assurances. The Stockholder shall execute and/or cause to be ------------------ delivered to Parent or Company such instruments and other documents and shall take such other actions as Parent or Company may reasonably request to effectuate the intent and purposes of this Agreement. 16. Assignment. This Agreement and all obligations hereunder are personal ---------- to the Stockholder and may not be transferred or assigned by the Stockholder at any time. Each of Parent and Company may assign its respective rights under this Agreement to any entity in connection with any sale or transfer of all or a substantial portion of its respective assets to such entity. 17. Binding Nature. Subject to Section 17, this Agreement will be binding -------------- upon the Stockholder and the Stockholder's representatives, executors, administrators, estate, heirs, successors and assigns, and will inure to the benefit of Parent and Company and their respective successors and assigns. 18. Entire Agreement. This Agreement constitutes the entire agreement ---------------- between the parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements and understandings among Parent, Company and the Stockholder with respect to the subject matter of this Agreement. This Agreement may not be amended except by a written agreement executed by all parties hereto. -5- IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written. QUANTUM CORPORATION: STOCKHOLDER: By:_______________________________ By:_____________________________ Name:_____________________________ Title:____________________________ ATL PRODUCTS, INC. By:_______________________________ Name:_____________________________ Title:____________________________ [Signature Page to Noncompetition Agreement]