exhibit10-10.htm

By accepting this option, you agree that this option is granted under and governed by the terms and conditions of the Plan, the Agreement and the Exhibit A for your country of residence (if any). In particular, you consent that Quantum Corporation may use and transfer your personal information as described in Section 9 of the Agreement. You acknowledge that you have received a copy of the Plan and that you have reviewed and understood all provisions of the Plan, the Agreement and any Exhibit A for your country of residence. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Board on questions relating to the Plan and Agreement.

In addition, by accepting this award, you agree to the following: “This electronic contract contains my electronic signature, which I have executed with the intent to sign this Agreement.” Please be sure to retain a copy of your electronically signed Agreement; you may obtain a paper copy at any time and at the Company’s expense by requesting one from the Company’s Stock Administration Department, at Quantum Corporation, 1650 Technology Drive, Suite 800, San Jose, CA 95110, or at such other address as the Company may hereafter designate in writing.

1. Grant of Option. The Board of Quantum Corporation (the “Company”) hereby grants to the Optionee named in the Notice of Grant attached as Part I of this Agreement (the "Optionee"), an option (the "Option") to purchase a number of Shares, set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant, (the "Exercise Price"), subject to the terms and conditions of the Plan, which is incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail.

(b) Method of Exercise. This Option is exercisable by delivery of instructions, which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the "Exercised Shares"), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. Exercise of this Option shall be performed by any of the following, or a combination thereof, at the election of the Optionee:

No Shares shall be issued pursuant to the exercise of this Option unless (i) a registration statement under the Securities Act of 1933 covering the Shares is effective, and (ii) such issuance and exercise complies with all relevant provisions of law and the requirements of any stock exchange or quotation service upon which the Shares are then listed. Assuming such compliance, for tax purposes, the Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Exercised Shares.

7. Responsibility for Taxes. Regardless of any action the Company or Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by Optionee is and remains his or her responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of this Option to reduce or eliminate Optionee’s liability for Tax-Related Items.

Prior to exercise of this Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from his or her wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the Shares. Alternatively or in addition, if permissible under local law, the Company may (1) sell or arrange for the sale of Shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s exercise of this Option, as applicable, that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise of this Option and refuse to deliver the Shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section.

	(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time in accordance with applicable laws and regulations, unless otherwise provided in the Plan and this Agreement;

	(b) the grant of this Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;

	(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;

	(d) Optionee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Optionee’s employment relationship at any time with or without cause;

	(e) Optionee is voluntarily participating in the Plan;

	(f) this Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of Optionee’s employment contract, if any;

	(g) this Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

	(h) in the event that Optionee is not an employee of the Company, this Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, this Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary or affiliate of the Company;

	(i) the future value of the underlying Shares is unknown and cannot be predicted with certainty;

	(j) if the underlying Shares do not increase in value, this Option will have no value;

	(k) if Optionee exercises this Option and obtains Shares, the value of those Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price;

	(l) the vesting of the Option granted under this Agreement is earned only by continuing consultancy or employment by the Company or the Employer, as applicable (not through the act of being hired, being granted this Option or acquiring Shares hereunder);

	(m) in consideration of the grant of this Option, no claim or entitlement to compensation or damages shall arise from termination of this Option or diminution in value of this Option or Shares purchased through exercise of this Option resulting from termination of Optionee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and Optionee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and

	(n) in the event of termination of Optionee’s employment (whether or not in breach of local labor laws), Optionee’s right to receive this Option and vest in this Option under the Plan, if any, will terminate effective as of the date that Optionee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of employment (whether or not in breach of local labor laws), Optionee’s right to exercise this Option after termination of employment, if any, will be measured by the date of termination of Optionee’s active employment and will not be extended by any notice period mandated under local law; the Board of the Company shall have the exclusive discretion to determine when Optionee is no longer actively employed for purposes of this Option grant.

9. Data Privacy. All of Optionee’s information that is described or referenced in this Agreement and the Plan may be used by the Company and its Subsidiaries and affiliates to administer and manage Optionee’s participation in the Plan. Optionee understands that he or she may contact the Company’s international privacy officer if Optionee needs to update or correct any of the information. The Company will transfer this information to, and store this information in one or several of its U.S. offices. In addition, if necessary to administer and manage Optionee’s participation in the Plan, the Company may transfer to, or share this information with its Subsidiaries and affiliates and any third party agents acting on the Company’s behalf to provide services to Optionee, or any other third parties or governmental agencies, as required or permitted by law or the Safe Harbor framework established by the U.S. Department of Commerce. In particular, without limitation, the Company has engaged eTrade and any entity controlled by, controlling, or under common control with eTrade (“eTrade’s affiliates”; and together with eTrade collectively “eTrade”) to provide brokerage services and to help administer the Company’s stock plans. eTrade is acting primarily as a data processing agent under the Company’s instructions and directions, but eTrade reserved the right to share Optionee’s information with eTrade’s affiliates. Except as provided in this Section or as required or permitted by law or the Safe Harbor framework established by the U.S. Department of Commerce, the Company will not disclose Optionee’s information outside the Company without Optionee’s consent.

For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or the Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of Santa Clara county, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.

12. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this Option granted under the Plan or future options that may be granted under the Plan by electronic means or to request Optionee’s consent to participate in the Plan by electronic means. Optionee hereby consents to receive such documents by electronic delivery and, if requested, to accept this Option or any future options granted under the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

15. Acknowledgments of Optionee. Optionee has reviewed the Plan, this Agreement and any Exhibit A for Optionee’s country of residence in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, fully understands all provisions of the Plan, the Agreement and any Exhibit A and, by accepting the Notice of Grant, acknowledges and agrees to all of the provisions of the Plan, this Agreement and any Exhibit A.

Notwithstanding anything to the contrary in the Agreement, due to legal restrictions in India, Optionee will not be permitted to pay the Exercise Price by a same-day “sell-to-cover” exercise such that a certain number of Shares subject to the exercised Option will be sold immediately upon exercise, the sale proceeds remitted to the Company to cover the aggregate Exercise Price for the purchased Shares and any Tax-Related Items, and the remaining Shares issued to Optionee. The Company reserves the right to provide Optionee with this method of payment depending on the development of local law.

If Optionee remits funds out of India to purchase Shares, it is Optionee’s responsibility to comply with applicable exchange control laws. Regardless of what method of exercise is used to purchase Shares, Optionee must repatriate the proceeds from the sale of Shares and any dividends received in relation to the Shares to India within a reasonable time of receipt. Optionee must maintain the foreign inward remittance certificate received from the bank where the foreign currency is deposited in the event that the Reserve Bank of India or the Employer requests proof of repatriation.

In Switzerland, unlike in most other countries, employee stock options generally are subject to income tax on the date of grant or vesting and not on the date of exercise. Because taxation at grant or vesting is generally not favorable to most employees, the Company has modified the terms of the Option in such a way that the Option is, in all likelihood, subject to tax on the date of exercise, not at grant or vesting, as follows:

Notwithstanding Section 3 of the Agreement, Optionee may exercise the Option only by delivery of properly executed exercise instructions together with such other documentation as the Board and the broker, if applicable, shall require to effect the exercise of the Option and delivery to the Company of the sale proceeds required to pay the Exercise Price. Optionee will not be permitted to pay the Exercise Price in cash or by check.

Regardless of any action the Company or Optionee’s employer (the “Employer”) takes with respect to any or all income tax, primary and secondary Class 1 National Insurance contributions, payroll tax or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by Optionee is and remains his or her responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting, exercise, assignment, release or cancellation of this Option, the subsequent sale of Shares acquired pursuant to the exercise of this Option and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of this Option to reduce or eliminate Optionee’s liability for Tax-Related Items.

As a condition of exercising this Option, Optionee agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer by the Due Date, which is 90 days, or such other period as required under U.K. law, after the grant, vesting, exercise, assignment, release or cancellation of this Option (the “Chargeable Event”). In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the Shares. Alternatively, or in addition, if permissible under local law, the Company may sell or arrange for the sale of Shares that Optionee acquires to meet the withholding obligation for Tax-Related Items. Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold with respect to the Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made by the Due Date, Optionee agrees that the amount of any uncollected Tax-Related Items shall constitute a loan owed by Optionee to the Employer, effective on the Due Date. Optionee agrees that the loan will bear interest at the then-current Inland Revenue Official Rate and it will be immediately due and repayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to above. If any of the foregoing methods of collection are not allowed under applicable law or if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section, the Company may refuse to honor the exercise and to deliver the Shares acquired under the Plan.

As a condition of exercising this Option, Optionee agrees to accept any liability for secondary Class 1 National Insurance contributions which may be payable by the Company or the Employer with respect to the Chargeable Event (“Employer NICs”). Optionee further agrees that the Company or the Employer may collect the Employer NICs by any of the means set out in the paragraph above. Finally, Optionee agrees to execute a joint election with the Employer, and any other consents or elections required to accomplish the above; if Optionee fails to do so, this Option shall become null and void without liability to the Company, the Employer and/or any Subsidiary and affiliate of the Company and Optionee will not be permitted to exercise this Option.

If Optionee is a director or shadow director of a U.K. Subsidiary or affiliate of the Company and the U.K. Subsidiary or affiliate is not wholly owned by the Company, Optionee is subject to certain notification requirements under the Companies Act. Specifically, Optionee must notify the U.K. Subsidiary or affiliate in writing of Optionee’s interest in the Company and the number and class of shares or rights to which the interest relates. Optionee must also notify the U.K. Subsidiary or affiliate when the Optionee acquires Shares under the Plan upon exercise of the Option or sells the Shares acquired. This disclosure requirement also applies to any rights or Shares acquired by Optionee’s spouse or children (under the age of 18).

NOTICE OF GRANT OF STOCK	Quantum Corporation
OPTIONS AND GRANT	ID: 94-2665054
AGREEMENT FOR	1650 Technology Dr, Suite 800
EMPLOYEES	San Jose, CA 95110

Non-Qualified Stock Option Grant Number:
Date of Grant:
Stock Option Plan:	1993 Plan
Exercise Price Per Share: Total Price of Shares Granted: Total Number of Shares Granted: Vesting Commencement Date: Term/Expiration Date:
Vesting Schedule: This option may be exercised, in whole or in part, in accordance with the attached grant summary.

	(a)		online execution of exercise through Broker internet tool; or
	(b)		delivery of verbal instruction to broker customer service agent, together with such information as the broker shall require to complete the transaction.

	(a)		cash; or
	(b)		check; or
	(c)		delivery of properly executed exercise instructions together with such other documentation as the Board and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale proceeds required to pay the Exercise Price.