Adaptec 2011 Annual Report Download - page 101

(b) Vacation and Sick Leave: Five weeks of paid vacation per year which will be accrued in accordance with the Company's policies, including without
limitation, caps on accrual. Executive will also receive sick leave and paid holidays in accordance with the Company's standard policies which the Company
may alter at any time in the future.
(c) Tax and Immigration Services: Executive shall be required to travel frequently to the Company's primary sites, including among others, Burnaby, British
Columbia. There may be tax and immigration consequences arising from this requirement. The Company shall provide Executive with tax consultation
services which will include tax filing preparation if Executive is required to file taxes in jurisdictions other than those in which Executive currently files.
Executive is required to pay all employment related income taxes regardless of the jurisdiction in which taxes are owed. The Company will also provide
support obtaining any necessary visas. If, by virtue of travel on account of his employment with the Company, Executive becomes subject to taxation by any
jurisdiction(s) outside the United States (any such jurisdiction, a "Non-U.S. Jurisdiction"), such that the taxes that he is required to pay for any year are in
excess of the taxes that he would have been required to pay had he not been subject to such non-U.S. taxation, then the Company shall provide Executive with
a payment (the "Equalization Payment") such that after payment of all taxes (including any taxes imposed on the Equalization Payment), he is in the same
after-tax position as if he had not been subject to such non-U.S. taxation. The Equalization Payment shall be paid as soon as reasonably practicable following
the submission by Executive of all information reasonably requested by the Company in order for it to calculate the amount of the Equalization Payment, and
in any event no later than the end of the calendar year immediately following the calendar year in which Executive remits the related taxes.
(d) Expenses: Executive shall be entitled to reimbursement for all reasonable expenses incurred by Executive associated with the conduct of Company's
business in accordance with Company's policies. Such reimbursements shall be subject to the Company's then-existing policies and procedures for
reimbursement of business expenses, including timely submission of written requests for reimbursement, accompanied by supporting receipts. If such expense
qualifies for reimbursement, then the Company will reimburse Executive for that expense within thirty business days thereafter and in no event later than
March 15 of the year following the year in which the expense was incurred. The amount of any expenses reimbursed (including any relocation expenses) or
in-kind-benefits in one year shall not affect the amount eligible for reimbursement or in-kind benefits in any subsequent year and Executive's right to
reimbursement of any such expenses or in-kind benefits shall not be subject to liquidation or exchange for any other benefit.
(e) Employee Stock Purchase Plan (ESPP): Executive may participate in the Company's ESPP according to its terms and conditions. The Company reserves
the right to alter or terminate ESPP benefits at any time in the future.
6. Indemnification. Effective as of the Start Date, the Company shall indemnify Executive in accordance with the terms and conditions of the Indemnification
Agreement, attached as Exhibit A to this Agreement and incorporated herein. Executive will also be a named insured on D&O liability insurance policies.
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