prrn14a04197036_09032009.htm

0000921895-09-002472.txt : 20110318 0000921895-09-002472.hdr.sgml : 20110318 20090917195547 ACCESSION NUMBER: 0000921895-09-002472 CONFORMED SUBMISSION TYPE: PRRN14A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20090918 DATE AS OF CHANGE: 20091117 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADAPTEC INC CENTRAL INDEX KEY: 0000709804 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 942748530 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: PRRN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15071 FILM NUMBER: 091075478 BUSINESS ADDRESS: STREET 1: 691 S MILPITAS BLVD STREET 2: M/S25 CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4089458600 MAIL ADDRESS: STREET 1: 691 SOUTH MILPITAS BLVD., SUITE 208 STREET 2: M/S25 CITY: MILPITAS STATE: CA ZIP: 95035 FORMER COMPANY: FORMER CONFORMED NAME: ADAPTEC INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II LP CENTRAL INDEX KEY: 0000915653 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: PRRN14A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-758-3232 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STEEL PARTNERS II L P DATE OF NAME CHANGE: 19950627 PRRN14A 1 prrn14a04197036_09032009.htm prrn14a04197036_09032009.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Consent Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. 1)

Filed by the Registrant o

Filed by a Party other than the Registrant x

Check the appropriate box:

x Preliminary Consent Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

¨ Definitive Consent Statement

o Definitive Additional Materials

o Soliciting Material Under Rule 14a-12

ADAPTEC, INC.

(Name of Registrant as Specified in Its Charter)

STEEL PARTNERS II, L.P.

STEEL PARTNERS HOLDINGS L.P.

STEEL PARTNERS LLC

STEEL PARTNERS II GP LLC

WARREN G. LICHTENSTEIN

JACK L. HOWARD

JOHN J. QUICKE

(Name of Persons(s) Filing Consent Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials:

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

PRELIMINARY CONSENT STATEMENT — SUBJECT TO COMPLETION, DATED

September 17, 2009

STEEL PARTNERS II, L.P.

590 Madison Avenue, 32nd Floor

New York, New York 10022

September __, 2009

Dear Adaptec Stockholder:

Steel Partners II, L.P. (“SP II” or “we”) is the beneficial owner of an aggregate of [13,160,669] shares of Common Stock of Adaptec, Inc. (“Adaptec” or the “Company”), representing approximately [11.0]% of the outstanding Common Stock of the Company. In 2007, we sought representation on the Board of Directors of Adaptec (the “Board”) due to our concerns over failed business plans, failed acquisitions and poor operating and financial performance under the stewardship of the then-existing Board. We believed that stockholders required and deserved a significant voice on the Board to protect stockholders’ interests in light of the significant deterioration in performance and value and believed that new directors were needed to provide assistance and oversight, while ensuring that the interests of the Board and the Company were properly aligned.

In December 2007, after months of negotiations, SP II and the Company entered into a settlement, pursuant to which three new directors joined the Adaptec Board. Since joining the Board, these new directors have worked vigorously and diligently with the Board and the Company’s President and Chief Executive Officer, Subramanian “Sundi” Sundaresh, to try to improve current operating results and to create value for all stockholders.

Our sincere hope was that the Company had entered into the settlement in good faith, with proper intentions and with a true desire to work constructively with the new directors to enhance stockholder value. Unfortunately, we now realize that was not the case. We were shocked and disappointed to learn of the unilateral actions taken by certain members of the Board during meetings of the full Board of Directors held in late August. Specifically, we are referring to what appears to us to have been a disenfranchisement and entrenchment scheme plotted and carried out by Sundi Sundaresh, Jon S. Castor, Joseph S. Kennedy, Robert J. Loarie and Douglas E. Van Houweling (the “Legacy Directors”), who were all members of the Adaptec Board before our two representatives and two other independent directors joined the Board.

The scheme, which we learned was discussed in private by certain of the Legacy Directors with the Company’s outside counsel before an August 27th Board meeting, was designed, we believe, in part to preserve Mr. Sundaresh in his position as CEO, despite concerns raised by certain members of the Board with his recent performance, and to entrench the Legacy Directors, most of whom have overseen the destruction of significant stockholder value over the years. First, acting through the Chairman of the Governance and Nominating Committee, Douglas E. Van Houweling, the Legacy Directors proposed to reduce the size of the Board from nine (9) members to seven (7) members and to not re-nominate two of the three directors elected as part of the December 2007 settlement, including a stockholder representative, in the Company’s slate of nominees at the 2009 Annual Meeting. The takeover at the Board meeting then continued with a proposal by Mr. Van Houweling to remove Jack Howard as Chairman of the Board (a non-executive position) and to install Joseph Kennedy, a Legacy Director who is currently unemployed since his exit as the Chief Executive Officer of Omneon, Inc., in a position in which he would function as an “executive” Chairman. Despite requests by the four other directors to put the Chairman vote off for a few days so it could proceed properly through the Nominating and Governance and Compensation Committees, Mr. Van Houweling and the other Legacy Directors insisted that the vote be taken immediately.

We believe the best way to maximize stockholder value at Adaptec is through a sale of the Company’s business operations to the highest bidder and to subsequently monetize the Company’s intellectual property, real estate and tax assets. The Legacy Directors are keenly aware of our position and strong belief that the Company should not pursue additional acquisitions. While we cannot be certain, we believe that at least part of the Legacy Directors’ motivation in taking these actions was to pave the way for the Company to seek to conduct one or more acquisitions, which, if consummated, could utilize a significant portion of the Company’s cash on hand. Given the Company’s poor financial performance and the recent acquisition of Aristos Logic Corporation (“Aristos”), for which the Company recorded an impairment charge of $16.9 million to write-off goodwill in the fourth quarter of fiscal 2009, we do not believe the Company should conduct any further acquisitions while stockholder value continues to erode and the current operations lose money. It is the stockholders who have been harmed by the Company’s failed business strategy and acquisition mistakes, and, in our mind, the stockholders should not bear the risk of pursuing additional acquisitions at this time.

We believe the actions taken by certain of the Legacy Directors in removing and replacing Jack Howard as Chairman and in announcing their intent, after the nomination deadline had passed in connection with the 2009 Annual Meeting, not to re-nominate potentially two of the three directors elected as part of the December 2007 settlement, undermine the spirit of the December 2007 settlement, go against basic corporate governance principles and serve to disenfranchise stockholders and entrench the Legacy Directors. We further note that in being removed as Chairman of the Board, Mr. Howard lost the authority, as Chairman, to call a special meeting of the Company’s stockholders. Though we cannot be certain, we question whether this was part of the motivation of the Legacy Directors in removing Mr. Howard as Chairman.

This well-developed and carefully designed scheme was carried out after the nomination deadline in connection with the Company’s 2009 Annual Meeting had passed, leaving us with little choice to protect stockholders’ rights but to commence this consent solicitation. We have informed the Legacy Directors that we would be willing to cease this consent solicitation if the Board were to amend the advance notice provisions in the Company’s Bylaws to allow us to nominate directors for the upcoming 2009 Annual Meeting and to agree that any acquisition by the Company or any of its subsidiaries for a purchase price (whether in cash and/or stock) in excess of $100 million would be put to a stockholder vote. We have been negotiating a potential resolution to this matter with the Board in which we would agree to withdraw this consent solicitation and the Board would allow us to nominate a slate of directors for election at the 2009 Annual Meeting. To date, we have not been able to reach a mutually acceptable resolution to this matter.

We are sending you the attached Consent Statement and the accompanying WHITE consent card because we are soliciting consents from Adaptec’s stockholders to remove without cause two current members of the Board, Messrs. Sundaresh and Loarie, and to take certain other actions described in the attached Consent Statement. The Board is currently comprised of a single class of nine (9) members. Our proposals, if approved, would have the effect of reducing the number of current members serving on the Board to seven (7).

Through the enclosed Consent Statement, we are soliciting your consent for a number of proposals, the effect of which will be to remove two members of the Board of Directors and to fix the size of the Board at seven (7) members. By providing your consent, you will help to right the wrongs of the Legacy Directors and ensure that your best interests are being looked after on the Board. We urge all stockholders to support this effort.

We urge you to carefully consider the information contained in the attached Consent Statement and then support our efforts by signing, dating and returning the enclosed WHITE consent card today. The attached Consent Statement and the enclosed WHITE consent card are first being furnished to the stockholders on or about [_______], 2009. We urge you not to sign any revocation of consent card that may be sent to you by Adaptec. If you have done so, you may revoke that revocation of consent by delivering a later dated WHITE consent card to SP II, in care of MacKenzie Partners, Inc., which is assisting us, at their address listed on the following page, or to the principal executive offices of Adaptec.

If you have any questions or require any assistance with your vote, please contact MacKenzie Partners, Inc. at their address and toll-free number listed on the following page.

Thank you for your support,

Warren G. Lichtenstein

Steel Partners II, L.P.

If you have any questions, require assistance in voting your WHITE consent card,

or need additional copies of Steel Partners II, L.P.’s consent solicitation materials, please call

MacKenzie Partners, Inc. at the phone numbers listed below.

105 Madison Avenue

New York, NY 10016

proxy@mackenziepartners.com

(212) 929-5500 (Call Collect)

TOLL-FREE (800) 322-2885

PRELIMINARY CONSENT STATEMENT — SUBJECT TO COMPLETION, DATED

September 17, 2009

ADAPTEC, INC.

_________________________

CONSENT STATEMENT

STEEL PARTNERS II, L.P.

_________________________

PLEASE SIGN, DATE AND MAIL THE ENCLOSED WHITE CONSENT CARD TODAY

This Consent Statement and the enclosed WHITE consent card are being furnished by Steel Partners II, L.P., a Delaware limited partnership, (“SP II”) in connection with our solicitation of written consents from you, holders of shares of Common Stock, par value $0.001 per share (the “Common Stock”), of Adaptec, Inc., a Delaware corporation (“Adaptec” or the “Company”). A solicitation of written consents is a process that allows a company’s stockholders to act by submitting written consents to any proposed stockholder actions in lieu of voting in person or by proxy at an annual or special meeting of stockholders. We are soliciting written consents from the holders of shares of Common Stock to take the following actions (each, as more fully described in this Consent Statement, a “Proposal” and together, the “Proposals”), in the following order, without a stockholders’ meeting, as authorized by Delaware law:

Proposal No. 1 – Repeal any provision of the Amended and Restated Bylaws of Adaptec (“the Bylaws”) in effect at the time this proposal becomes effective that was not included in the Bylaws that became effective on May 6, 2009 and were filed with the Securities and Exchange Commission on May 12, 2009 (the “Bylaw Restoration Proposal”);

Proposal No. 2 – Remove without cause two members of Adaptec’s Board of Directors (the “Board”), Subramanian “Sundi” Sundaresh and Robert J. Loarie and any person elected or appointed to the Board to fill any vacancy on the Board or any newly-created directorships prior to the effective date of this proposal (the “Removal Proposal”); and

Proposal No. 3 – Amend Section 2.1 of the Bylaws, as set forth on Schedule I to this Consent Statement, to fix the number of directors serving on the Board at seven (7) (the “Authorized Director Proposal” and together with the Bylaw Restoration Proposal and the Removal Proposal, the “Proposals”).

SP II, Steel Partners Holdings L.P., a Delaware limited partnership (“SPH”), Steel Partners LLC, a Delaware limited liability company (“Steel Partners”), Steel Partners II GP LLC, a Delaware limited liability company (“SP II GP”), Warren G. Lichtenstein, Jack L. Howard and John J. Quicke are members of a group (the “Group”) formed in connection with this consent solicitation and are deemed participants in this consent solicitation. See “Additional Information Concerning the Participants.”

This Consent Statement and the enclosed WHITE consent card are first being sent or given to the stockholders of Adaptec on or about [_______], 2009 (the “Mailing Date”).

We are soliciting your consent in favor of the adoption of the Removal Proposal and the Authorized Director Proposal because we do not believe Messrs. Sundaresh and Loarie have been acting in the best interests of the Company’s stockholders. We are engaging in this consent solicitation in response to a scheme carried out by certain members of the Board that appears to have been designed to diminish stockholder representation on the Board, preserve Mr. Sundaresh in his position as Chief Executive Officer and to entrench certain members of the Board. If successful in our consent solicitation, the three directors elected as part of the December 2007 settlement, Jack Howard, John Mutch and John Quicke, will comprise three (3) seats on a seven (7) member Board. In commencing this Consent Solicitation, we are not attempting to take control of the Company. Even if successful, the directors elected as part of the December 2007 settlement will comprise a minority of the Board.

In addition, we are also soliciting your consent in favor of the adoption of the Bylaw Restoration Proposal to ensure that the incumbent Board does not limit the effect of your consent to the removal of Messrs. Sundaresh and Loarie as set forth herein or the fixing of the size of the Board through changes to the Bylaws not filed with the SEC on or before May 12, 2009, which have the effect of limiting existing stockholders’ rights and abilities to take action in their capacity as stockholders of Adaptec.

On September 3, 2009, SP II delivered to the Secretary of Adaptec a written request for the Board to fix a record date in accordance with the Bylaws for determining stockholders entitled to give their written consent to the Proposals (the “Record Date”). Under the applicable provisions of the Bylaws, stockholders of record as of the close of business on the Record Date will be entitled to one vote for each share of Common Stock.

SP II URGES YOU TO SIGN, DATE AND RETURN THE WHITE CONSENT CARD IN FAVOR OF THE PROPOSALS DESCRIBED HEREIN.

The effectiveness of each of the Proposals requires the affirmative consent of the holders of record of a majority of the Common Stock outstanding as of the close of business on the Record Date. Each Proposal will be effective without further action when we deliver to Adaptec such requisite number of consents. Neither the Bylaw Restoration Proposal nor the Removal Proposal is subject to, or is conditioned upon, the effectiveness of the other Proposals. The Authorized Director Proposal is conditioned upon the removal of both Messrs. Sundaresh and Loaries pursuant to the Removal Proposal. If either Mr. Sundaresh or Mr. Loarie is not removed pursuant to the Removal Proposal, then the size of the Board will remain at nine (9) with an ensuing vacancy.

In addition, none of the Proposals will be effective unless the delivery of the written consents complies with Section 228(c) of the Delaware General Corporation Law (“DGCL”). For the Proposals to be effective, properly completed and unrevoked written consents must be delivered to Adaptec within sixty (60) days of the earliest dated written consent delivered to Adaptec. SP II delivered its signed written consent to Adaptec on September 3, 2009. Consequently, by [November 1], 2009, the Group will need to deliver properly completed and unrevoked written consents to the Proposals from the holders of record of a majority of the shares of Common Stock outstanding as of the close of business on the Record Date. We intend to set [October 23], 2009 as the goal for submission of written consents.

WE URGE YOU TO ACT TODAY TO ENSURE THAT YOUR CONSENT WILL COUNT. SP II reserves the right to submit to Adaptec consents at any time within 60 days of the earliest dated written consent delivered to Adaptec. See “Consent Procedures” for additional information regarding such procedures.

As of the Mailing Date, the members of the Group were the beneficial owners of an aggregate of [13,191,919] shares of Common Stock, which currently represent approximately [11.0]% of the issued and outstanding shares of Common Stock. The Group intends to express consent in favor of the Proposals with respect to all of such shares of Common Stock.

As of July 30, 2009, there were 119,981,983 Shares outstanding, which is the total number of Shares outstanding as of July 30, 2009 as reported in the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2009. The mailing address of the principal executive offices of Adaptec is 691 South Milpitas Boulevard, Milpitas, California 95035.

We urge you to vote in favor of the Proposals by signing, dating and returning the enclosed WHITE consent card. The failure to sign and return a consent will have the same effect as voting against the Proposals. Please note that in addition to signing the enclosed WHITE consent card, you must also date it to ensure its validity.

THIS CONSENT SOLICITATION IS BEING MADE BY SP II AND NOT BY OR ON BEHALF OF THE COMPANY. SP II URGES YOU TO SIGN, DATE AND RETURN THE WHTE CONSENT CARD IN FAVOR OF THE PROPOSALS DESCRIBED HEREIN.

Important Notice Regarding the Availability of Consent Materials for this Consent Solicitation

This Consent Statement is available at www.ViewOurMaterial.com/SteelPartners

IMPORTANT

PLEASE READ THIS CAREFULLY

If your shares of Common Stock are registered in your own name, please submit your consent to us today by signing, dating and returning the enclosed WHITE consent card in the postage-paid envelope provided.

If you hold your shares in “street” name with a bank, broker firm, dealer, trust company or other nominee, only they can exercise your right to consent with respect to your shares of Common Stock and only upon receipt of your specific instructions. Accordingly, it is critical that you promptly give instructions to consent to the Proposals to your bank, broker firm, dealer, trust company or other nominee. Please follow the instructions to consent provided on the enclosed WHITE consent card. If your bank, broker firm, dealer, trust company or other nominee provides for consent instructions to be delivered to them by telephone or Internet, instructions will be included on the enclosed WHITE consent card. SP II urges you to confirm in writing your instructions to the person responsible for your account and provide a copy of those instructions to Steel Partners II, L.P., c/o MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016 so that we will be aware of all instructions given and can attempt to ensure that such instructions are followed.

Execution and delivery of a consent by a record holder of shares of Common Stock will be presumed to be a consent with respect to all shares held by such record holder unless the consent specifies otherwise.

Only holders of record of shares of Common Stock as of the close of business on the Record Date will be entitled to consent to the Proposals. If you are a stockholder of record as of the close of business on the Record Date, you will retain your right to consent even if you sell your shares of Common Stock after the Record Date.

IF YOU TAKE NO ACTION, YOU WILL IN EFFECT BE REJECTING THE PROPOSALS. ABSTENTIONS, FAILURES TO CONSENT AND BROKER NON-VOTES WILL HAVE THE SAME EFFECT AS WITHHOLDING CONSENT.

If you have any questions regarding your WHITE consent card,

or need assistance in voting your Shares, please call:

105 Madison Avenue

New York, New York 10016

proxy@mackenziepartners.com

(212) 929-5500 (Call Collect)

CALL TOLL FREE (800) 322-2885

QUESTIONS AND ANSWERS ABOUT THIS CONSENT SOLICITATION

The following are some of the questions you, as a stockholder, may have and answers to those questions. The following is not meant to be a substitute for the information contained in the remainder of this Consent Statement, and the information contained below is qualified by the more detailed descriptions and explanations contained elsewhere in this Consent Statement. We urge you to carefully read this entire Consent Statement prior to making any decision on whether to grant any consent hereunder.

WHO IS MAKING THE SOLICITATION?

This solicitation is being made by SP II, together with SPH, Steel Partners, SP II GP, Warren G. Lichtenstein, Jack L. Howard and John J. Quicke (collectively, the “Group”). As of [_______], 2009, the approximate mailing date in connection with the solicitation, the members of the Group hold in the aggregate [13,191,919] shares of Common Stock, or approximately [11.0]% of the Common Stock outstanding. SPH is a global diversified holding company that engages or has interests in a variety of operating businesses through its subsidiary companies. The principal business of SP II is holding securities for the account of SPH. Steel Partners serves as the manager of SP II and SPH. SP II GP serves as the general partner of SP II and SPH. Warren G. Lichtenstein is the manager of Steel Partners and the managing member of SP II GP. Jack L. Howard is the President of Steel Partners and serves as a principal of Mutual Securities, Inc., a registered broker dealer. John J. Quicke serves as a Managing Director and operating partner of Steel Partners. Messrs. Howard and Quicke also serve as directors of Adaptec.

Each member of the Group may be deemed a participant in this consent solicitation. For additional information on the participants, please see “Additional Information Concerning the Participants” starting on page 17.

WHAT ARE YOU ASKING THAT THE STOCKHOLDERS CONSENT TO?

SP II is asking you to consent to three corporate actions: (1) the Bylaw Restoration Proposal, (2) the Removal Proposal and (3) the Authorized Director Proposal.

SP II is asking you to consent to the Removal Proposal and the Authorized Director Proposal to remove two current members of the Board, Subramanian “Sundi” Sundaresh and Robert J. Loarie, and any appointees to the Board prior to the effectiveness of the Removal Proposal, and to set the size of the Board at seven (7) directors. In addition, in order to ensure that your consent to remove Messrs. Sundaresh and Loarie will not be modified or diminished by actions taken by the Board prior to the removal of Messrs. Sundaresh and Loarie, SP II is asking you to consent to the Bylaw Restoration Proposal.

WHY ARE WE SOLICITING YOUR CONSENT?

We are soliciting your consent because we believe certain members of the current Board are not acting with the best interests of stockholders in mind. This solicitation is being undertaken in response to a scheme carried out by certain members of the Board that appears to have been designed to diminish stockholder representation on the Board, preserve Mr. Sundaresh in his position as CEO and to entrench certain members of the Board. The plan was carried out after the passing of the nomination deadline in connection with the Company’s 2009 Annual Meeting, leaving us with little choice to protect stockholders’ rights but to commence this consent solicitation. In commencing this Consent Solicitation, we are not attempting to take control of the Company. Even if successful, the directors elected as part of the December 2007 settlement will comprise a minority of the Board.

WHO IS ELIGIBLE TO CONSENT TO THE PROPOSALS?

If you are a record owner of Common Stock as of the close of business on the Record Date, you have the right to consent to the Proposals. Pursuant to the Bylaws, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board. SP II made a request on September 3, 2009 that the Board fix a record date for this consent solicitation. To our knowledge, the Board did not adopt a resolution fixing the record date within ten (10) days after September 3, 2009, the date on which we submitted our request. Therefore, in accordance with the Bylaws, the record date for determining stockholders entitled to consent is September 3, 2009.

WHEN IS THE DEADLINE FOR SUBMITTING CONSENTS?

We urge you to submit your consent as soon as possible. In order for our Proposals to be adopted, the Company must receive written unrevoked consents signed by a sufficient number of stockholders to adopt the Proposals within 60 calendar days of the date of the earliest dated consent delivered to the Company. SP II delivered its written consent to the Company on September 3, 2009. Consequently, SP II will need to deliver properly completed and unrevoked written consents to the Proposals from the holders of record of a majority of the shares of Common Stock outstanding as of the close of business on the Record Date no later than [November 1], 2009. Nevertheless, we intend to set [October 23], 2009 as the goal for submission of written consents. Effectively, this means that you have until [November 1], 2009 to consent to the Proposals. WE URGE YOU TO ACT AS SOON AS POSSIBLE TO ENSURE THAT YOUR CONSENT WILL COUNT.

HOW MANY CONSENTS MUST BE RECEIVED IN ORDER TO ADOPT THE PROPOSALS?

The Proposals will be adopted and become effective when properly completed, unrevoked consents are signed by the holders of a majority of the outstanding shares of Common Stock as of the close of business on the Record Date, provided that such consents are delivered to the Company within 60 calendar days of the date of the earliest dated consent delivered to the Company. [According to the Company’s preliminary revocation statement] filed with the SEC on [________], 2009, as of [_________], 2009, there were [_________] shares of the Company’s Common Stock outstanding, each entitled to one consent per share. Cumulative voting is not permitted. Assuming that the number of issued and outstanding shares of Common Stock remains [________] on the Record Date, the consent of the holders of at least [________] shares of Common Stock would be necessary to effect these Proposals. The actual number of consents necessary to effect the Proposals will depend on the facts as they exist on the Record Date.

WHAT SHOULD YOU DO TO CONSENT TO OUR PROPOSALS?

If your shares of Common Stock are registered in your own name, please submit your consent to us by signing, dating and returning the enclosed WHITE consent card in the postage-paid envelope provided.

If you hold your shares in “street” name with a bank, broker firm, dealer, trust company or other nominee, only they can exercise your right to consent with respect to your shares of Common Stock and only upon receipt of your specific instructions. Accordingly, it is critical that you promptly give instructions to consent to the Proposals to your bank, broker firm, dealer, trust company or other nominee. Please follow the instructions to consent provided on the enclosed WHITE consent card. If your bank, broker firm, dealer, trust company or other nominee provides for consent instructions to be delivered to them by telephone or Internet, instructions will be included on the enclosed WHITE consent card. We urge you to confirm in writing your instructions to the person responsible for your account and provide a copy of those instructions to Steel Partners II, L.P. c/o MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016 so that we will be aware of all instructions given and can attempt to ensure that such instructions are followed.

WHOM SHOULD YOU CALL IF YOU HAVE QUESTIONS ABOUT THE SOLICITATION?

Please call our consent solicitor, MacKenzie Partners, Inc., collect at (212) 929-5500 or toll free at (800) 322-2885.

IMPORTANT

SP II urges you to express your consent on the WHITE consent card TODAY to:

·	the Removal Proposal and the Authorized Director Proposal to remove two current members of the Board, Subramanian “Sundi” Sundaresh and Robert J. Loarie, without cause, and set the size of the Board at seven (7) directors; and

·	the Bylaw Restoration Proposal to ensure that the incumbent Board does not limit the effect of your consent to the removal of Messrs. Sundaresh and Loarie.

REASONS FOR OUR SOLICITATION

We are the largest stockholders of Adaptec. As of [______], 2009, the approximate mailing date in connection with the solicitation, we owned in the aggregate a total of [13,191,919] shares of Common Stock, representing approximately [11.0]% of the issued and outstanding Common Stock. As the largest stockholder of Adaptec, we have a vested financial interest in the maximization of the value of the Company’s Common Stock. Our interests are aligned with the interests of all stockholders: We have one simple goal – to maximize the value of the Common Stock for all stockholders.

Certain Members of the Board Engaged in a Unilateral Scheme to Diminish Stockholder Representation, Disenfranchise Stockholders and Entrench Themselves

At a recent Board meeting, certain members of the Board, specifically Sundi Sundaresh, Jon S. Castor, Joseph S. Kennedy, Robert J. Loarie and Douglas E. Van Houweling (the “Legacy Directors”), who were all members of the Adaptec Board before two representatives of Steel Partners and two other independent directors joined the Board, engaged in a scheme that appears to have been designed to preserve Mr. Sundaresh in his position as CEO and to entrench the Legacy Directors.

We have learned that this scheme was discussed by the Legacy Directors in private sessions with the Company’s outside counsel prior to a Board meeting on August 27, 2009. First, acting through the Chairman of the Governance and Nominating Committee, Douglas E. Van Houweling, the Legacy Directors proposed to reduce the size of the Board from nine (9) members to seven (7) members and to not re-nominate two of the three directors elected as part of the December 2007 settlement, including a stockholder representative, in the Company’s slate of nominees at the 2009 Annual Meeting. The takeover at the Board meeting then continued with a proposal by Mr. Van Houweling to remove Jack Howard as Chairman of the Board (a non-executive position) and to install Joseph Kennedy, a Legacy Director who is currently unemployed since his exit as the Chief Executive Officer of Omneon, Inc., in a position in which he would function as an “executive” Chairman. Despite requests by the four other directors to put the Chairman vote off for a few days so it could proceed properly through the Nominating and Governance and Compensation Committees, Mr. Van Houweling and the other Legacy Directors insisted that the vote be taken immediately.

The Board is at Odds Over the Future Strategic Direction of Adaptec

We are at odds with the Legacy Directors over the future strategic direction of Adaptec and how best to maximize stockholder value at Adaptec. We believe the best way to maximize stockholder value at Adaptec is through a sale of the Company’s business operations to the highest bidder and to subsequently monetize the Company’s intellectual property, real estate and tax assets. The Legacy Directors are keenly aware of our position and strong belief that the Company should not pursue additional acquisitions. While we cannot be certain, we believe that at least part of the Legacy Directors’ motivation in taking these actions was to pave the way for the Company to seek to conduct an acquisition, which, if consummated, could utilize a significant portion of the Company’s cash on hand.

The Disingenuous Actions of the Legacy Directors Undermine the 2007 Settlement Agreement

We believe the recent actions taken by the Legacy Directors undermine the spirit of the settlement agreement that SP II entered into with the Company in December 2007, pursuant to which three new directors joined the Adaptec Board.

As the largest stockholder of Adaptec, we sought representation on the Board to protect stockholders’ interests in light of the significant deterioration in the Company’s performance and value. We believed that new directors were needed to provide assistance and oversight, while ensuring that the interests of the Board and the Company were properly aligned.

We have repeatedly voiced our concerns over failed business plans, failed acquisitions and poor operating and financial performance under the stewardship of the then-existing Board.

During settlement negotiations, we reiterated to the Board that in light of the Company’s recent losses and string of ill-advised acquisitions, stockholders require and deserve a significant voice on the Board and that one seat would not provide sufficient representation to protect stockholders’ interests. We ultimately agreed that the settlement would involve three (3) new directors, and it was the then-existing Board who suggested the idea of expanding the size of the Adaptec Board to nine (9) members despite our objections that such a Board would be too large for a company the size of Adaptec. In the spirit of compromise, we reluctantly agreed to the scenario in which the nominees would constitute three (3) directors on a Board of nine (9) members. It is entirely disingenuous for the Legacy Directors to now use the size of the Board as part of the reason for removing two directors, including a stockholder representative, that were originally added to the Board pursuant to that settlement.

We Believe the Company May Have Undertaken These Actions to Remove Obstacles and Perceived Opposition to a Potential Large Acquisition Opportunity

While we cannot be certain, we believe that at least part of the Legacy Directors’ motivation in taking these actions was to remove obstacles and perceived opposition to a potential acquisition, which, if consummated, could utilize a significant portion of the Company’s cash on hand.

During the past seven years, the Company has made acquisitions that have resulted in write-offs in excess of approximately $220 million. Just last year Mr. Sundaresh unequivocally championed the Company’s acquisition of Aristos Logic Corporation (“Aristos”). Mr. Sundaresh emphatically advised the Board that the Aristos acquisition would breathe new life into the Company’s declining OEM business and allow Adaptec to once again bring ASIC capabilities in-house. The non-Legacy Directors gave Mr. Sundaresh the benefit of the doubt in approving this transaction based on his diligence and assumptions. The Company recorded an impairment charge of $16.9 million to write-off goodwill in the fourth quarter of fiscal 2009 in connection with the Aristos acquisition. We do not believe the Company should conduct further speculative acquisitions while stockholder value continues to erode and the current operations lose money. It is the stockholders who have been harmed by the Company’s failed business strategy and acquisition mistakes, and, in our mind, the stockholders should not bear the risk of pursuing additional acquisitions at this time.

We further note that in being removed as Chairman of the Board, Mr. Howard lost the authority, as Chairman, to call a special meeting of the Company’s stockholders. Though we cannot be certain, we question whether this was part of the motivation of the Legacy Directors in removing Mr. Howard as Chairman.

We Are Concerned That the Legacy Directors Lack a Substantial Vested Interest in the Financial Performance of the Company

We believe the Legacy Directors collectively lack a significant ownership interest in the Company. The Legacy Directors have served on the Board for close to fifty (50) years combined, yet have very little, if any, of their own “skin in the game.” The Legacy Directors collectively own less than 1% of the shares outstanding, most of which shares were granted to the Legacy Directors as compensation. Yet, the Legacy Directors tried to use SP II’s reduced ownership as justification for having just one seat on the Board. SP II remains the Company’s largest stockholder, owning approximately 11.0% of the Shares outstanding – our interests are directly aligned with all shareholders.

PROPOSAL 1 – THE BYLAW RESTORATION PROPOSAL

SP II is asking you to consent to the adoption of the Bylaw Restoration Proposal to ensure that the incumbent Board does not limit the effect of your consent to the removal of Subramanian “Sundi” Sundaresh and Robert J. Loarie as members of the Board through changes to the Bylaws not filed with the SEC on or before May 12, 2009, which have the effect of limiting existing stockholders’ rights and abilities to take action in their capacity as stockholders of Adaptec.

The following is the text of the Bylaw Restoration Proposal:

“RESOLVED, that any provision of the bylaws of Adaptec, Inc. as of the effectiveness of this resolution that was not included in the amended and restated bylaws filed with the Securities and Exchange Commission on May 12, 2009, be and are hereby repealed.”

If the Board does not effect any change to the version of the bylaws publicly available in filings by Adaptec with the SEC on or before May 12, 2009, the Bylaw Restoration Proposal will have no effect. However, if the incumbent Board has made changes since that time, such as amending the provision in the bylaws to change the procedure by which a record date is set in connection with a consent solicitation, the Bylaw Restoration Proposal, if adopted, will restore the Bylaws to the version that was publicly available in filings by Adaptec with the SEC on May 12, 2009, without considering the nature of any changes the incumbent Board may have adopted. As a result, the Bylaw Restoration Proposal could have the effect of repealing bylaw amendments which one or more stockholders of the Company may consider to be beneficial to them or to the Company. However, the Bylaw Restoration Proposal will not preclude the Board, following the removal of Messrs. Sundaresh and Loarie from the Board, from reconsidering any repealed bylaw changes following the consent solicitation. SP II is not currently aware of any specific bylaw provisions that would be repealed by the adoption of the Bylaw Restoration Proposal.

SP II URGES YOU TO CONSENT TO THE BYLAW RESTORATION PROPOSAL.

PROPOSAL 2 – THE REMOVAL PROPOSAL

We are asking you to consent to the Removal Proposal to remove two members of the Board, Subramanian “Sundi” Sundaresh and Robert J. Loarie, without cause, and any other person or persons appointed to the Board to fill any vacancy or any newly-created directorships at any time prior to the effectiveness of the Removal Proposal. The following is the text of the Removal Proposal:

“RESOLVED, that (i) Subramanian “Sundi” Sundaresh and Robert J. Loarie and (ii) each person appointed to the Board to fill any vacancy or newly-created directorship prior to the effectiveness of this resolution, be and hereby is removed.”

We are seeking to specifically remove Messrs. Sundaresh and Loarie since we believe they are the Legacy Directors who are most responsible for the Company’s poor performance and who are most at odds with what we believe is the proper strategic direction for the Company. On the WHITE consent card, stockholders have the ability to adopt the Removal Proposal in part by consenting to the removal of one of Messrs. Sundaresh and Loarie without consenting to the removal of the other.

According to [the Company’s preliminary revocation statement filed with the SEC on [_________], 2009,] as of [_________], 2009, there were [________] shares of Common Stock outstanding, each entitled to one consent per share. Assuming that the number of issued and outstanding shares remains [_____] shares on the Record Date, the consent of the holders of at least [_______] shares of Common Stock would be necessary to effect the Removal Proposal and remove Messrs. Sundaresh and Loarie as members of the Board. In the event that holders of less than [________] shares of Common Stock consent to the removal of either Mr. Sundaresh or Mr. Loarie, then such director will not be removed pursuant to the Removal Proposal. The actual number of consents necessary to effect the Proposals will depend on the facts as they exist on the Record Date.

The Company does not have a classified board or cumulative voting in the election of its directors. Consequently, Section 141(k) of the DGCL permits the stockholders of the Company to remove any director or its entire Board without cause.

SP II URGES YOU TO CONSENT TO THE REMOVAL PROPOSAL.

PROPOSAL 3 – AUTHORIZED DIRECTOR PROPOSAL

Section 2.1 of the Bylaws provides that the authorized number of directors may be changed from time to time by amendment to the Bylaws.

Assuming that the Removal Proposal is approved by stockholders, SP II would like to ensure that the seven remaining directors constitute the entire board. Accordingly, you are being asked to amend the Bylaws in order to fix the number of directors serving on the Board at seven (7), as set forth in Schedule I to this Consent Statement. The effectiveness of Proposal 3 is conditioned upon the removal of both directors in Proposal 2. If either Mr. Sundaresh or Mr. Loarie (or any appointees to the Board) are not removed in Proposal 2, the size of the Board will not be fixed at seven (7), and will remain at nine (9).

We believe that a nine (9) member board is too large for the size of the Company and that the Board should be fixed at seven (7) members. We do not see any potential negative effects on stockholders if the Authorized Director Proposal is approved.

SP II urges you to vote FOR its proposal to amend the Bylaws to fix the number of directors serving on the Board at seven (7) on the enclosed WHITE consent card.

NUMBER OF CONSENTS REQUIRED FOR THE PROPOSALS

Each of the Proposals will be adopted and become effective when properly completed, unrevoked consents are signed by the holders of a majority of the outstanding shares of Common Stock as of the close of business on the Record Date, provided that such consents are delivered to Adaptec within 60 days of the earliest dated written consent delivered to Adaptec. According to the [Company’s preliminary revocation statement] filed with the SEC on [________], 2009, as of [_______], 2009, there were [_________] shares of the Company’s Common Stock outstanding, each entitled to one consent per share. Cumulative voting is not permitted. Assuming that the number of issued and outstanding shares remains [________] shares on the Record Date, the consent of the holders of at least [_________] shares of Common Stock would be necessary to effect the Proposals. The actual number of consents necessary to effect the Proposals will depend on the facts as they exist on the Record Date.

IF YOU TAKE NO ACTION, YOU WILL IN EFFECT BE REJECTING THE PROPOSALS. ABSTENTIONS, FAILURES TO CONSENT AND BROKER NON-VOTES WILL HAVE THE SAME EFFECT AS WITHHOLDING CONSENT. “Broker non-votes” occur when a bank, broker or other nominee holder has not received instructions with respect to a particular matter, including the Proposals, and therefore does not have discretionary power to vote on that matter. As a result, we urge you to contact your broker, banker or other nominee TODAY if any shares of Common Stock you own are held in the name of a broker, banker or other nominee and you have not provided to them instructions to promptly consent to the Proposals. Please follow the instructions to consent provided on the enclosed WHITE consent card. If your bank, broker firm, dealer, trust company or other nominee provides for consent instructions to be delivered to them by telephone or internet, instructions will be included on the enclosed WHITE consent card.

Neither the Bylaw Restoration Proposal nor the Removal Proposal is subject to, or is conditioned upon, the effectiveness of the other Proposals. The Authorized Director Proposal is conditioned in part upon the effectiveness of the Removal Proposal. If either Mr. Sundaresh or Mr. Loarie is not removed pursuant to the Removal Proposal, then the size of the Board will remain at nine (9).

CONSENT PROCEDURES

Section 228 of the DGCL provides that, absent a contrary provision in a Delaware corporation’s certificate of incorporation, any action that is required or permitted to be taken at a meeting of the corporation’s stockholders may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and such consents are properly delivered to the corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Adaptec’s Certificate of Incorporation does not contain any such contrary provision.

Section 141(k) of the DGCL provides that any director or the entire board of directors of a Delaware corporation may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of the corporation’s directors, subject to exceptions if the corporation has a classified board or cumulative voting in the election of its directors. The Company does not have a classified board or cumulative voting in the election of its directors. Section 2.2 of the Bylaws provides that no director may be removed except by the holders of a majority of the Common Stock. Section 9.1 of the Bylaws provides a holders of a majority of the outstanding Common Stock shall have the power to adopt, amend or repeal Bylaws.

The Bylaws provide that any stockholder of record seeking to have stockholders authorize or take action by written consent without a meeting shall, by written notice, request that the Board fix a record date for such consent. Unless the Board has previously fixed a record date with respect to the proposed action, the Board shall, within ten (10) days upon receiving the request adopt a resolution fixing the record date. Such record date shall not precede the date upon which the resolution fixing the record date was adopted and shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. On September 3, 2009, SP II submitted its request to the Board that the Board fix a record date with respect to this consent solicitation. To our knowledge, the Board did not adopt a resolution fixing the record date within ten (10) days after September 3, 2009, the date on which we submitted our request. Therefore, in accordance with the Bylaws, the record date for determining stockholders entitled to consent is September 3, 2009.

For the Proposals to be effective, properly completed and unrevoked written consents must be delivered to Adaptec within 60 days of the earliest dated written consent delivered to Adaptec. SP II delivered its signed written consent to Adaptec on September 3, 2009. Consequently, by [November 1], 2009 the Group will need to deliver properly completed and unrevoked written consents to the Proposals from the holders of record of a majority of the shares of Common Stock outstanding as of the close of business on the Record Date. We intend to set [October 23], 2009 as the goal for submission of written consents.

WE URGE YOU TO ACT TODAY TO ENSURE THAT YOUR CONSENT WILL COUNT. We reserve the right to submit to Adaptec consents at any time within sixty (60) days of the earliest dated written consent delivered to Adaptec.

If the Proposals become effective as a result of this consent solicitation by less than unanimous written consent, prompt notice of the Proposals will be given under Section 228(e) of the DGCL to stockholders who have not executed written consents. All stockholders will be notified as promptly as possible by press release of the results of the solicitation.

PROCEDURAL INSTRUCTIONS

You may consent to any of the proposals on the enclosed WHITE consent card by marking the “CONSENT” box and signing, dating and returning the WHITE consent card in the envelope provided. You may also withhold your consent with respect to any of the proposals on the enclosed WHITE consent card by marking the “WITHHOLD CONSENT” box, and signing, dating and returning the WHITE consent card in the envelope provided. You may abstain from consenting to any of the proposals on the enclosed WHITE consent card by marking the “ABSTAIN” box and signing, dating and returning the WHITE consent card in the envelope provided .

If you sign, date and return the WHITE consent card, but give no direction with respect to certain of the proposals, you will be deemed to consent to any such proposal.

Please note that in addition to signing the enclosed WHITE consent card, you must also date it to ensure its validity.

SP II URGES YOU TO CONSENT TO ALL THE PROPOSALS ON THE ENCLOSED WHITE CONSENT CARD

Revocation of Written Consents. An executed consent card may be revoked at any time by delivering a written consent revocation before the time that the action authorized by the executed consent becomes effective. Revocations may only be made by the record holder that granted such consent. A revocation may be in any written form validly signed by the record holder as long as it clearly states that the consent previously given is no longer effective. The delivery of a subsequently dated WHITE consent card that is properly executed will constitute a revocation of any earlier consent. The revocation may be delivered either to SP II, in care of MacKenzie Partners, Inc., or to the principal executive offices of Adaptec. Although a revocation is effective if delivered to Adaptec, SP II requests that either the original or photostatic copies of all revocations of consents be mailed or delivered to Steel Partners II, L.P., c/o MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016, so that we will be aware of all revocations and can more accurately determine if and when sufficient unrevoked consents to the actions described in this Consent Statement have been received.

SOLICITATION OF CONSENTS

The solicitation of consents pursuant to this consent solicitation is being made by the Group. Consents may be solicited by mail, facsimile, telephone, telegraph, Internet, in person and by advertisements.

The Group has entered into an agreement with MacKenzie Partners, Inc. for solicitation and advisory services in connection with this solicitation, for which MacKenzie Partners, Inc. will receive a fee not to exceed $[__],000, together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. MacKenzie Partners, Inc. will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. SP II has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares of Common Stock they hold of record. SP II will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. It is anticipated that MacKenzie Partners, Inc. will employ approximately [__] persons to solicit Adaptec stockholders as part of this solicitation.

The entire expense of soliciting proxies is being borne by the Group. Costs of this solicitation of proxies are currently estimated to be approximately $[__],000. The Group estimates that through the date hereof its expenses in connection with this solicitation are approximately $[__],000.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC.

Based solely on its review of the Group’s transaction history and ownership information with respect to the Common Stock, other than a late Form 4 filed by SP II on October 1, 2008 to report transactions in the shares of Common Stock of the Company from September 23, 2008, September 29, 2008 and September 30, 2008, SP II believes that all of the Section 16(a) filing requirements were satisfied by the members of the Group.

ADDITIONAL INFORMATION CONCERNING THE PARTICIPANTS

The participants in the proxy solicitation are Steel Partners II, L.P., a Delaware limited partnership, Steel Partners Holdings L.P., a Delaware limited partnership, Steel Partners LLC, a Delaware limited liability company, Steel Partners II GP LLC, a Delaware limited liability company, Warren G. Lichtenstein, Jack L. Howard and John J. Quicke (collectively, the “Group”).

The principal business address of each of SP II, SPH, Steel Partners, SP II GP, Warren G. Lichtenstein, Jack L. Howard and John J. Quicke is 590 Madison Avenue, 32nd Floor, New York, New York 10022.

SPH is a global diversified holding company that engages or has interests in a variety of operating businesses through its subsidiary companies. The principal business of SP II is holding securities for the account of SPH. The principal business of Steel Partners is serving as the manager of SP II and SPH. The principal business of SP II GP is serving as the general partner of SP II and SPH. The principal occupation of Warren G. Lichtenstein is serving as the manager of Steel Partners and as the managing member of SP II GP. The principal occupation of Jack L. Howard is serving as the President of Steel Partners and serving as a principal of Mutual Securities, Inc., a registered broker dealer. The principal occupation of John J. Quicke is serving as a Managing Director and operating partner of Steel Partners. Each of Messrs. Howard and Quicke serve as directors of Adaptec.

As of the date of this filing, SP II owned directly [13,160,669] shares of Common Stock, constituting approximately [11.0]% of the shares of Common Stock outstanding. By virtue of their relationships with Steel Partners II described above, each of SPH, Steel Partners, SP II GP and Warren G. Lichtenstein may be deemed to beneficially own the shares of Common Stock owned by SP II.

As of the date of this filing, Jack L. Howard beneficially owned 6,250 shares of Common Stock underlying a Restricted Stock Award that have not yet vested and beneficially owned an additional 12,500 shares of Common Stock underlying Non-Qualified Stock Options that are exercisable within sixty (60) days from the date hereof, constituting in the aggregate less than 1% of the shares of Common Stock outstanding. As of the date of this filing, John J. Quicke beneficially owned 6,250 shares of Common Stock underlying a Restricted Stock Award that have not yet vested and beneficially owned an additional 12,500 shares of Common Stock underlying Non-Qualified Stock Options that are exercisable within sixty (60) days from the date hereof, constituting in the aggregate less than 1% of the shares of Common Stock outstanding.

For the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, each member of the Group is deemed to beneficially own the shares of Common Stock of the Group beneficially owned in the aggregate by all other members of the Group. Each member of the Group disclaims beneficial ownership of such shares of Common Stock not owned by him or it except to the extent of his or its pecuniary interest therein.

Shares of Common Stock held by Steel Partners II (Offshore) Ltd. (“Steel Offshore”), an entity related to SP II and certain of the other Participants, are not reported herein as beneficially owned by the Participants as such shares of Common Stock are anticipated to be distributed to investors of Steel Offshore. The members of the Group disclaim beneficial ownership of such shares of Common Stock held by Steel Offshore.

For information regarding purchases and sales of securities of Adaptec during the past two years by members of the Group, see Schedule II.

SP II intends to seek reimbursement from Adaptec of all expenses it incurs in connection with the solicitation. SP II does not intend to submit the question of such reimbursement to a vote of security holders of the Company.

On September 9, 2009, the members of the Group entered into a Joint Filing and Solicitation Agreement in which, among other things, (i) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of Adaptec, (ii) the parties agreed to solicit written consents or proxies in favor of the Proposals and to take all other action necessary or advisable to achieve the foregoing (the “Solicitation”), and (iii) SP II agreed to bear all expenses incurred in connection with the Group’s activities, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations.

STOCKHOLDER PROPOSALS FOR THE COMPANY’S 2009 ANNUAL MEETING

According to the Company’s public filings, stockholders are entitled to present proposals for consideration at forthcoming stockholder meetings provided that they comply with the proxy rules promulgated by the SEC and the Bylaws. Stockholders wishing to present a proposal at the 2009 Annual Meeting must have submitted such proposal to the Company by May 7, 2009 if they wished for it to be eligible for inclusion in the Company's proxy statement and form of proxy relating to that meeting. In addition, under the Bylaws, a stockholder wishing to nominate a person to the Board at the 2009 Annual Meeting (but not include such nomination in the Company's proxy statement) or wishing to make a proposal with respect to any other matter (but not include such proposal in the Company's proxy statement) at the 2009 Annual Meeting, must have submitted the required information to the Company between July 9, 2009 and August 8, 2009.

The information set forth above regarding the procedures for submitting stockholder proposals for consideration at the Company's 2009 Annual Meeting is based on information contained in the Company’s public filings. The incorporation of this information in this Consent Statement should not be construed as an admission by us that such procedures are legal, valid or binding.

SPECIAL INSTRUCTIONS

If you were a record holder of shares of Common Stock as of the close of business on the Record Date for this consent solicitation, you may elect to consent to, withhold consent to or abstain with respect to each Proposal by marking the “CONSENT,” “WITHHOLD CONSENT” or “ABSTAIN” box, as applicable, underneath each Proposal on the accompanying WHITE consent card and signing, dating and returning it promptly in the enclosed post-paid envelope.

IF A STOCKHOLDER EXECUTES AND DELIVERS A WHITE CONSENT CARD, BUT FAILS TO CHECK A BOX MARKED “CONSENT,” “WITHHOLD CONSENT” OR “ABSTAIN” FOR A PROPOSAL, THAT STOCKHOLDER WILL BE DEEMED TO HAVE CONSENTED TO THAT PROPOSAL, EXCEPT THAT THE STOCKHOLDER WILL NOT BE DEEMED TO CONSENT TO THE REMOVAL OF ANY DIRECTOR WHOSE NAME IS WRITTEN IN THE SPACE THE APPLICABLE INSTRUCTION TO THE REMOVAL PROPOSAL PROVIDES ON THE CARD.

YOUR CONSENT IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED WHITE CONSENT CARD AND RETURN IT IN THE ENCLOSED POST-PAID ENVELOPE PROMPTLY. YOU MUST DATE YOUR CONSENT IN ORDER FOR IT TO BE VALID. FAILURE TO SIGN, DATE AND RETURN YOUR CONSENT WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE PROPOSALS.

If your shares are held in the name of a brokerage firm, bank nominee or other institution, only it can execute a consent with respect to those shares of Common Stock and only on receipt of specific instructions from you. Thus, you should contact the person responsible for your account and give instructions for the WHITE consent card to be signed representing your shares. You should confirm in writing your instructions to the person responsible for your account and provide a copy of those instructions to MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016, so that we will be aware of all instructions given and can attempt to ensure that those instructions are followed.

If you have any questions or require any assistance in executing your consent, please contact:

105 Madison Avenue

New York, New York 10016

proxy@mackenziepartners.com

(212) 929-5500 (Call Collect)

CALL TOLL FREE (800) 322-2885

Information Concerning Adaptec

See Schedule III for information regarding persons who beneficially own more than 5% of the shares of Common Stock and the ownership of the Common Stock by the directors and management of Adaptec.

STEEL PARTNERS II, L.P.

[______], 2009

SCHEDULE I

PROPOSED AMENDMENT OF BYLAWS TO FIX NUMBER OF DIRECTORS SERVING ON THE BOARD AT SEVEN (7)

Section 2.1 the Amended and Restated Bylaws of Adaptec is amended by replacing the second sentence of such section with the following:

“The number of authorized directors shall be seven (7), provided, however the number of authorized directors may be changed from time to time by amendment of these Bylaws.”

I-1

SCHEDULE II

PURCHASES AND SALES IN THE SECURITIES OF ADAPTEC

DURING THE PAST TWO YEARS

Transaction	Date	Quantity	Price ($)

STEEL PARTNERS II, L.P.

Buy	08/27/07	7,000	3.6000
Buy	08/28/07	80,000	3.5998
Buy	08/29/07	200	3.6000
Buy	08/30/07	40,426	3.6400
Buy	09/10/07	41,042	3.6000
Buy	09/11/07	2,000	3.6000
Buy	09/13/07	19,691	3.6100
Buy	11/08/07	15,021	3.3759
Buy	11/09/07	67,979	3.3795
Buy	05/12/08	125,783	2.8187
Buy	05/12/08	75,000	2.8400
Buy	05/13/08	154,600	2.9532
Buy	05/13/08	27,871	2.9212
Buy	05/14/08	50,000	2.9800
Buy	05/14/08	22,767	2.9754
Buy	05/15/08	150,000	2.9967
Buy	05/15/08	100	2.9900
Buy	05/16/08	150,000	3.0833
Buy	05/16/08	32,014	3.0636
Buy	05/19/08	77,300	3.1500
Buy	05/19/08	43,091	3.1500
Buy	05/19/08	39,416	3.1500
Buy	05/28/08	89,000	3.1500
Buy	05/28/08	95,255	3.1497
Buy	05/30/08	70,973	3.1998
Buy	06/02/08	100,000	3.1500
Buy	06/02/08	54,013	3.1500
Buy	06/02/08	17,500	3.1500
Buy	06/03/08	34,800	3.1500
Buy	06/03/08	5,701	3.1495
Buy	06/09/08	50,000	3.2000
Buy	06/09/08	18,382	3.1912
Buy	06/10/08	10,000	3.1966
Buy	06/11/08	150,000	3.2000
Buy	06/11/08	25,000	3.1994
Buy	06/11/08	113,725	3.2000
Buy	06/12/08	155,000	3.2000
Buy	06/12/08	31,954	3.2000

II-1

Transaction	Date	Quantity	Price ($)

Buy	06/19/08	50,000	3.2000
Buy	06/19/08	8,100	3.2000
Buy	06/20/08	100	3.2000
Buy	06/23/08	5,453	3.2000
Buy	06/24/08	50,000	3.2000
Buy	06/24/08	8,149	3.2000
Buy	06/27/08	75,000	3.2000
Buy	06/27/08	69,298	3.2000
Buy	06/30/08	48,300	3.2000
Buy	06/30/08	62,880	3.2000
Buy	07/01/08	22,000	3.2000
Buy	07/01/08	6,382	3.2000
Buy	07/01/08	25,000	3.2000
Buy	07/02/08	300,286	3.1980
Buy	07/03/08	66,339	3.1372
Buy	07/07/08	347,384	3.1992
Buy	09/17/08	2,513	3.2000
Buy	09/18/08	100,000	3.1817
Buy	09/19/08	11,300	3.1781
Buy	09/22/08	1,000	3.2000
Buy	09/23/08	114,420	3.2000
Buy	09/29/08	9,600	3.2000
Buy	09/30/08	101,100	3.2000
Buy	10/24/08	75,000	2.6807
Buy	10/24/08	75,000	2.6807
Buy	10/24/08	25,000	2.7482
Buy	10/24/08	25,000	2.7482
Buy	10/27/08	12,500	2.8000
Buy	10/27/08	12,500	2.8000
Buy	10/27/08	50,000	2.7795
Buy	10/27/08	50,000	2.7795
Buy	10/28/08	16,850	2.7111
Buy	10/28/08	16,850	2.7111
Buy	10/29/08	4,107	2.8052
Buy	10/29/08	4,106	2.8052
Buy	10/30/08	12,500	3.0000
Buy	10/30/08	12,500	3.0000
Buy	10/30/08	3,200	3.0000
Buy	10/30/08	3,200	3.0000
Buy	11/06/08	12,850	2.9999
Buy	11/06/08	12,850	2.9999
Buy	11/06/08	250,000	3.0000
Buy	11/06/08	250,000	3.0000
Buy	11/07/08	750	3.0040
Buy	11/07/08	750	3.0040

II-2

Transaction	Date	Quantity	Price ($)

Buy	11/11/08	12,500		2.9500
Buy	11/11/08	12,500		2.9500
Buy	11/11/08	51,450		2.9986
Buy	11/11/08	51,450		2.9986
Buy	11/12/08	34,200		2.9500
Buy	11/12/08	34,200		2.9500
Buy	11/12/08	4,250		2.9495
Buy	11/12/08	4,250		2.9495
Buy	11/13/08	42,150		2.9350
Buy	11/13/08	42,150		2.9350
Buy	11/14/08	45,083		2.8999
Buy	11/14/08	45,083		2.8999
Buy	11/17/08	50,000		2.9000
Buy	11/17/08	50,000		2.9000
Buy	11/17/08	26,413		2.8946
Buy	11/17/08	26,413		2.8946
Buy	11/18/08	50,000		2.8000
Buy	11/18/08	50,000		2.8000
Distribution	07/15/09	(13,034,132	)*	--
Buy	08/03/09	550,000		2.7827
Buy	08/03/09	267,500		2.7832
Buy	08/03/09	300,000		2.7800
Buy	08/04/09	180,000		2.8533
Buy	08/04/09	6,500		2.8031
Buy	08/04/09	110,000		2.8336
Buy	08/05/09	50,000		2.8100
Buy	08/05/09	1,800		2.8000
Buy	08/06/09	130,000		2.8148
Buy	08/06/09	56,713		2.8164
Buy	08/06/09	200,000		2.8150
Buy	08/07/09	100,000		2.8500
Buy	08/10/09	30,100		2.8434
Buy	08/11/09	50,000		2.8700
Buy	08/11/09	13,750		2.8500

Buy	09/08/09	477,100	3.0299
Buy	09/08/09	400,000	3.0350
Buy	09/08/09	100,000	3.0300

* Transaction constitutes a distribution of shares to indirect investors of Steel Partners II, L.P.

II-3

STEEL PARTNERS HOLDINGS L.P.

None

STEEL PARTNERS LLC

None

STEEL PARTNERS II GP LLC

None

WARREN G. LICHTENSTEIN

None

JACK L. HOWARD

On February 7, 2008, the Company granted Jack L. Howard, in his capacity as a director of the Company, a Restricted Stock Unit (“RSU”) for 16,250 shares of Common Stock, which vested with respect to 1/3 of the shares of Common Stock underlying the RSU on December 13, 2008 and with respect to 1/12 of the shares of Common Stock quarterly thereafter. On February 7, 2008, the Company granted Jack L. Howard, in his capacity as a director of the Company, a Stock Appreciation Right (“SAR”) for 32,500 Shares, which vested with respect to 1/3 of the Shares underlying the SAR on December 13, 2008 and with respect to 1/12 of the Shares quarterly thereafter.

On October 23, 2008, the Company awarded Jack L. Howard, in his capacity as a director of the Company, a Restricted Stock Award for 6,250 Shares that will be fully vested on the earlier of October 23, 2009 or the date of the Company’s 2009 annual meeting of stockholders. On October 23, 2008, the Company granted Jack L. Howard, in his capacity as a director of the Company, a total of 12,500 Non-Qualified Stock Options, which shall vest in four equal quarterly installments with the first vesting date being January 23, 2009, such that the option is fully vested on the earlier of October 23, 2009 or the date of the Company’s 2009 annual meeting of stockholders.

JOHN J. QUICKE

On February 7, 2008, the Company granted John J. Quicke, in his capacity as a director of the Company, an RSU for 16,250 shares of Common Stock, which vested with respect to 1/3 of the shares of Common Stock underlying the RSU on December 13, 2008 and with respect to 1/12 of the Shares quarterly thereafter. On February 7, 2008, the Company granted John J. Quicke, in his capacity as a director of the Company, a SAR for 32,500 shares of Common Stock, which vested with respect to 1/3 of the shares of Common Stock underlying the SAR on December 13, 2008 and with respect to 1/12 of the shares of Common Stock quarterly thereafter.

On October 23, 2008, the Company awarded John J. Quicke, in his capacity as a director of the Company, a Restricted Stock Award for 6,250 shares of Common Stock that will be fully vested on the earlier of October 23, 2009 or the date of the Company’s 2009 annual meeting of stockholders. On October 23, 2008, the Company granted John J. Quicke, in his capacity as a director of the Company, a total of 12,500 Non-Qualified Stock Options, which shall vest in four equal quarterly installments with the first vesting date being January 23, 2009, such that the option is fully vested on the earlier of October 23, 2009 or the date of the Company’s 2009 annual meeting of stockholders.

II-4

SCHEDULE III

The following table is re-printed from the Company’s Preliminary Consent Revocation Statement filed with the Securities and Exchange Commission on September 10, 2009.

	Adaptec Shares Beneficially Owned
Name of Beneficial Owner	Number of Shares(1)		Percentage of Shares Outstanding
Directors and Named Executive Officers:
Jon S. Castor		87,605		*
Jack L. Howard		37,708		*
Joseph S. Kennedy		203,803		*
Robert J. Loarie(2)		195,070		*
John Mutch		53,958		*
John J. Quicke		37,708		*
Lawrence J. Ruisi		27,083		*
Douglas E. Van Houweling		166,199		*
Subramanian “Sundi” Sundaresh		984,675		*
Mary L. Dotz		136,298		*
Marcus D. Lowe		348,525		*
Anil Gupta		—		*
John Noellert		139,168		*
Directors and executive officers as a group (13 persons)		2,388,929		1.98	%

5% Stockholders:
Steel Partners II, L.P. (3)		12,183,569		10.11	%
Dimensional Fund Advisors, L.P. (4)		10,398,708		8.63	%
Barclays Global Investors UK Holdings Limited (5)		8,954,025		7.43	%
Renaissance Technologies LLC (6)		8,536,870		7.08	%

*	Less than 1% ownership.

(1)	Includes the following shares that may be acquired upon exercise of stock options granted under our stock option plans within 60 days after September 3, 2009, and the following shares of restricted stock that had not vested as of September 3, 2009:

III-1


Name	Number of Shares Subject to Options		Shares of Restricted Stock
Jon S. Castor		56,372		8,733
Jack L. Howard		31,458		6,250
Joseph S. Kennedy		144,966		8,733
Robert J. Loarie(2)		134,966		8,733
John Mutch		31,458		14,375
John J. Quicke		31,458		6,250
Lawrence J. Ruisi		10,833		16,250
Douglas E. Van Houweling		144,966		8,733
Subramanian “Sundi” Sundaresh		695,831		50,000
Mary L. Dotz		63,540		41,666
Marcus D. Lowe		274,165		13,333
Anil Gupta		—		—
John Noellert		56,831		16,666
Directors and executive officers as a group (13 persons)		1,676,844		199,722

(2)	Includes 60,104 shares held in the name of a trust for the benefit of Mr. Loarie and his family.

(3)

Steel Partners II, L.P. has sole voting and dispositive power over all of the shares. Steel Partners II GP LLC (“Steel GP LLC”) is the general partner of Steel Partners II, L.P. Steel Partners II Master Fund L.P. (“Steel Master”) and Web L.P. are the sole limited partners of Steel Partners II, L.P. Steel Partners LLC is the investment manager of Steel Partners II, L.P. and Steel Master. Warren G. Lichtenstein is the manager of Steel Partners LLC and the managing member of Steel GP LLC. By virtue of his positions with Steel Partners and Steel GP LLC, Mr. Lichtenstein has the power to vote and dispose of all of the shares beneficially owned by Steel Partners II. Steel Partners II’s address is 590 Madison Avenue, 32nd Floor, New York, New York 10022. All information regarding Steel Partners II is based solely upon the Form 4 filed by it with the SEC on August 10, 2009.

(4)

Dimensional Fund Advisors, L.P. (“Dimensional”) reported that it has sole voting power with respect to 10,080,851 shares and sole dispositive power with respect to 10,398,708 of the shares. Dimensional furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (these investment companies, trusts and accounts are collectively referred to as the “Funds”). All of the shares are owned of record by the Funds. Dimensional’s address is Building One, 6300 Bee Cave Road, Austin, Texas 78746. All information regarding Dimensional is based solely upon its Schedule 13F-HR filed by it with the SEC on August 10, 2009.

(5)

Barclays Global Investors UK Holdings Limited reported that it had sole voting power with respect to 6,835,832 shares and sole dispositive power with respect to 8,954,025 shares. The address of Barclays Global Investors UK Holdings Limited is 1 Churchill Place Canary Wharf, London, England E14 5HP. All information regarding these entities is based solely upon the Schedule 13F-HR filed by them with the SEC on August 18, 2009.

(6)

Renaissance Technologies LLC (“Renaissance”) reported that it had sole voting power with respect to 8,379,908 shares and sole dispositive power with respect to 8,536,870 shares. Renaissance’s address is 800 Third Avenue, 33rd floor, New York, New York 10022. All information regarding Renaissance is based solely upon the Schedule 13F-HR filed by it with the SEC on August 13, 2009.

III-2

PRELIMINARY CONSENT STATEMENT — SUBJECT TO COMPLETION, DATED

September 17, 2009

WHITE CONSENT CARD

CONSENT OF STOCKHOLDERS OF ADAPTEC, INC. TO ACTION WITHOUT A MEETING:

THIS CONSENT SOLICITATION IS BEING MADE BY STEEL PARTNERS II, L.P. (“SP II”), STEEL PARTNERS HOLDINGS L.P.,
STEEL PARTNERS LLC, STEEL PARTNERS II GP LLC, WARREN G. LICHTENSTEIN, JACK L. HOWARD AND JOHN J. QUICKE

Unless otherwise indicated below, the undersigned, a stockholder of record of Adaptec, Inc. (the “Company”) as of the record date established for determining stockholders entitled to consent to the following actions (the “Record Date”), hereby consents pursuant to Section 228(a) of the Delaware General Corporation Law with respect to all shares of common stock of the Company (the “Shares”) held by the undersigned to the taking of the following actions without a meeting of the stockholders of the Company:

IF NO BOX IS MARKED FOR A PROPOSAL, THE UNDERSIGNED WILL BE DEEMED TO CONSENT TO SUCH PROPOSAL, EXCEPT THAT THE UNDERSIGNED WILL NOT BE DEEMED TO CONSENT TO THE REMOVAL OF ANY CURRENT DIRECTOR WHOSE NAME IS WRITTEN IN THE SPACE PROVIDED. SP II RECOMMENDS THAT YOU CONSENT TO PROPOSALS 1-3.

Repeal any provision of the Adaptec Amended and Restated Bylaws (“the Bylaws”) in effect at the time this proposal becomes effective that was not included in the Bylaws that became effective on May 6, 2009 and were filed with the Securities and Exchange Commission on May 12, 2009.


¨	¨	¨
Consent	Withhold Consent	Abstain

The removal without cause of Subramanian “Sundi” Sundaresh and Robert J. Loarie as directors of the Company and any other person or persons elected or appointed to the Board of Directors of the Company prior to the effective date of this proposal.


¨	¨	¨
Consent	Withhold Consent	Abstain

INSTRUCTION: TO CONSENT, WITHHOLD CONSENT OR ABSTAIN FROM CONSENTING TO THE REMOVAL OF THE TWO DIRECTORS, CHECK THE APPROPRIATE BOX ABOVE. IF YOU WISH TO CONSENT TO THE REMOVAL OF CERTAIN OF THE ABOVE-NAMED PERSONS, BUT NOT ALL OF THEM, CHECK THE “CONSENT” BOX ABOVE AND WRITE THE NAME OF SUCH PERSON YOU DO NOT WISH REMOVED IN THE FOLLOWING SPACE:

Amend Section 2.1 of the Bylaws as set forth on Schedule I to the Consent Statement of SP II, to fix the number of directors serving on the Board of Directors of the Company at seven (7).


¨	¨	¨
Consent	Withhold Consent	Abstain

Neither Proposal 1 nor Proposal 2 is subject to, or is conditioned upon, the effectiveness of the other Proposals. The effectiveness of Proposal 3 is conditioned upon the removal of both directors in Proposal 2. If either Mr. Sundaresh or Mr. Loarie (or any appointees to the Board) are not removed in Proposal 2, the size of the Board will not be fixed at seven (7) and will remain at nine (9).

IN THE ABSENCE OF DISSENT OR ABSTENTION BEING INDICATED ABOVE, THE UNDERSIGNED HEREBY CONSENTS TO EACH ACTION LISTED ABOVE.

IN ORDER FOR YOUR CONSENT TO BE VALID, IT MUST BE DATED.


Date:				2009

Signature

Signature (if held jointly)

Title(s):

Please sign exactly as name appears on stock certificates or on label affixed hereto. When shares are held by joint tenants, both should sign. In case of joint owners, EACH joint owner should sign. When signing as attorney, executor, administrator, trustee, guardian, corporate officer, etc., give full title as such.

THIS SOLICITATION IS BEING MADE BY SP II AND NOT ON BEHALF OF THE COMPANY.

PLEASE SIGN, DATE AND MAIL YOUR CONSENT PROMPTLY IN THE POSTAGE-PAID ENVELOPE ENCLOSED.

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September 17, 2009

DIRECT DIAL: 212-451-2333

EMAIL: SWOLOSKY@OLSHANLAW.COM

BY EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jan Woo, Esq.

Re:

Adaptec, Inc.

Preliminary Consent Statement on Schedule 14A

Filed September 4, 2009 by Steel Partners II, L.P., et al.

Additional Soliciting Material

Filed September 14, 2009

File No. 000-15071

Dear Ms. Woo:

We acknowledge receipt of the letter of comment dated September 15, 2009 from the Staff (the “Comment Letter”) with regard to the above-referenced matters. We have reviewed the Comment Letter with Steel Partners II, L.P. (“Steel Partners”) and provide the following supplemental response on its behalf. Unless otherwise indicated, the page references below are to the marked version of the enclosed paper copy of the Revised Preliminary Consent Statement on Schedule 14A filed on the date hereof (the “Consent Statement”). Capitalized terms used herein and not separately defined have the meanings given to them in the Consent Statement. Our responses are numbered to correspond to your comments.

Schedule 14A

General

1.	Please provide us with supplemental material that indicates that Steel Partners delivered its signed written consent to Adaptec on September 4, 2009. We note disclosure in the Company’s preliminary proxy statement indicating a date of September 3, 2009.

The Consent Statement has been revised in response to this comment to state that Steel Partners’ signed written consent was delivered to the Company on September 3, 2009. See pages 2 and 16 of the Consent Statement.

September 17, 2009

Page 2

We note that you have made statements in your proxy statement and in your soliciting material that appear to directly or indirectly impugn the character, integrity or personal reputation of Adaptec’s Legacy Directors, or makes charges of illegal, improper or immoral conduct without adequate factual foundation. The following problematic statements are representative of those that appear in your filing:

·	“Given the Company’s poor financial performance and the recent history of ill-conceived acquisitions, we do not believe Mr. Sundaresh should be permitted to conduct further speculative acquisitions while stockholder value continues to erode and the current operations lose money.”

·	“The actions taken last week by the Legacy Directors violate the most basic principles of corporate governance and only serve to disenfranchise stockholders and entrench the Legacy Directors.”

·	“Specifically, we are referring to the disenfranchisement and entrenchment scheme plotted and carried out by [the Legacy Directors].”

·	The Legacy Directors “displayed little, if any, concern for the best interest of the Company’s stockholders.”

“The scheme, which we believe was devised in private sessions that excluded four directors, appears to have been designed to preserve Mr. Sundaresh in his position as CEO despite his recent serious performance issues and to entrench the Legacy Directors, who have overseen the destruction of significant stockholder value over the years and have displayed little, if any, concern for the best interests of the Company’s stockholders…”

Please do not use these or similar statements without providing a proper factual foundation for the statements. In addition, as to matters for which you do have a proper factual foundation, please avoid making statements about those matters that go beyond the scope of what is reasonably supported by the factual foundation. Please note that characterizing a statement as your opinion or belief does not eliminate the need to provide a proper factual foundation for the statement; there must be a reasonable basis for each opinion or belief that you express. Please refer to Note (b) to Rule 14a-9.

We acknowledge your comments. The Consent Statement has been revised with respect to the statement “Given the Company’s poor financial performance and the recent history of ill-conceived acquisitions, we do not believe Mr. Sundaresh should be permitted to conduct further speculative acquisitions while stockholder value continues to erode and the current operations lose money.” See page 2 of the Letter to Stockholders.

The Consent Statement has been revised with respect to the statement “The actions taken last week by the Legacy Directors violate the most basic principles of corporate governance and only serve to disenfranchise stockholders and entrench the Legacy Directors” and the statement “Specifically, we are referring to the disenfranchisement and entrenchment scheme plotted and carried out by [the Legacy Directors].” See page 2 of the Letter to Stockholders.

September 17, 2009

Page 3

The Consent Statement has been revised to remove the statement that “The Legacy Directors ‘displayed little, if any, concern for the best interest of the Company’s stockholders.’” See page 1 of the Letter to Stockholders.

The Consent Statement has been revised with respect to the statement “The scheme, which we believe was devised in private sessions that excluded four directors, appears to have been designed to preserve Mr. Sundaresh in his position as CEO despite his recent serious performance issues and to entrench the Legacy Directors, who have overseen the destruction of significant stockholder value over the years and have displayed little, if any, concern for the best interests of the Company’s stockholders…” See page 1 of the Letter to Stockholders.

See our last comment above. Please characterize each statement or assertion of opinion or belief as such, and ensure that a reasonable basis for each opinion or belief exists. Further, refrain from making any insupportable statements. Support for opinions or beliefs should be self-evident, disclosed in your materials or provided to the staff on a supplemental basis with a view toward disclosure. We cite the following examples of statements or assertions in your materials, which at a minimum, must be supported on a supplemental basis, or require both supplemental support and recharacterization as statements of belief or opinion.

·	“We believe that the Legacy Directors may have taken these actions to pave the way for the Company to make a large acquisition utilizing a significant portion of the Company’s cash on hand” and eliminate “Mr. Howard’s ability as Chairman to call a special meeting of the Company’s stockholders.

·	“During the past seven years, the Company has made acquisitions that have resulted in write-offs in excess of approximately $220 million.”

·	“The Company’s acquisition strategy has resulted in significant deterioration to stockholder value.”

·	Joe Kennedy was “dismissed as the Chief Executive Officer of Omneon, Inc.”

We acknowledge your comments. The Consent Statement has been revised with respect to the statement “We believe that the Legacy Directors may have taken these actions to pave the way for the Company to make a large acquisition utilizing a significant portion of the Company’s cash on hand” and eliminate “Mr. Howard’s ability as Chairman to call a special meeting of the Company’s stockholders.” See page 2 of the Letter to Stockholders and page 10 of the Consent Statement.

September 17, 2009

Page 4

With respect to the statement that “During the past seven years, the Company has made acquisitions that have resulted in write-offs in excess of approximately $220 million” we note the following:

·	In fiscal 2002, the Company recorded an impairment charge of $69.0 million to reduce goodwill related to its acquisition of Distributed Processing Technology Corporation.

·	In fiscal 2005, the Company recorded a goodwill impairment charge of $52.3 million related to its former Channel segment. According to the Company, factors that led to this write-off included increased costs related to acquisitions and business alliances that occurred in fiscal 2005.

·	In fiscal 2006, the Company recorded asset impairment charges of $10.0 million related to certain acquisition-related intangible assets for the Snap Server portion of its systems business.

·	In fiscal 2006, the Company recorded a goodwill impairment charge of $90.6 million related to its DPS segment. The Company’s DPS segment included, among other products, the i/p Series RAID component business line which was acquired from IBM in fiscal 2005.

·	In fiscal 2007, the Company recorded an impairment charge of $13.2 million on intangible assets related to its decision to retain and operate the Snap Systems portion of its systems business.

·	In fiscal 2009, the Company recorded an impairment charge of $16.9 million to write-off goodwill in connection with its acquisition of Aristos.

·	The total value of these write-offs is in excess of $220 million.

The Consent Statement has been revised to remove the statement that “The Company’s acquisition strategy has resulted in significant deterioration to stockholder value.” See page 10 of the Consent Statement.

The Consent Statement has been revised with respect to the statement “Joe Kennedy was “dismissed as the Chief Executive Officer of Omneon, Inc.” See page 2 of the Letter to Stockholders and page 8 of the Consent Statement.

Why are we soliciting your consent? page 5

4.	Please explain your statement that you “are not seeking to increase SP II’s influence or exert control over the Board.” We note that your proposals could increase the influence and control over the Board with the reduction of the size of the Board and the removal of the two current directors.

The Consent Statement has been revised in response to this comment to clarify Steel Partners’ intentions. See page 6 of the Consent Statement.

September 17, 2009

Page 5

5.	Explain how Steel Partners plans “to maximize the value of the Common Stock for all stockholders” as you state as one of your goals on page 8.

The Consent Statement has been revised in response to this comment to include Steel Partners’ plans to maximize the value of the Common Stock for all stockholders. See page 2 of the Letter to Stockholders and page 9 of the Consent Statement.

Reasons for our solicitation, page 8

Please expand on the background description of the contacts between Steel Partners and Adaptec leading up to this solicitation. We note your disclosure that you informed the Legacy Directors that you would be willing to cease this consent solicitation if the Board were to amend the advance notice provisions in the Company’s Bylaws to allow you to nominate directors for the upcoming 2009 Annual Meeting and to agree that any acquisition by the Company for a purchase price in excess of $100 million would be put to a stockholder vote. You should describe whether the Company’s board of directors responded to contacts made by Steel Partners and if material, the specifics of any discussion between the parties.

The Consent Statement has been revised in response to this comment to provide further information concerning Steel Partners’ efforts to settle this contest and concerning contacts between Steel Partners and the Board. See page 3 of the Letter to Stockholders.

Please clarify your statement that the “recent actions taken by the Legacy Directors clearly undermine the settlement agreement that SP II entered into with the Company in December 2007, pursuant to which three new directors joined the Adaptec Board.” We note that the Settlement Agreement between Adaptec and Steel Partners terminated immediately following the 2007 Annual Meeting, except as to specific provisions in the Settlement Agreement. Explain why the failure to re-nominate the directors elected as part of the Settlement Agreement would violate that Agreement at this time. What does the Agreement provide in this regard. Further, explain why you believe the Company will not re-nominate two of the three directors elected as part of the Settlement Agreement. It appears that the Company has not yet filed their proxy statement nominating any directors.

We acknowledge your comment. On a supplemental basis we note that the disclosure does not state that the Company legally violated the terms Settlement Agreement. Rather the disclosure is meant to imply that the Company’s actions violated the spirit of the Settlement Agreement. The Consent Statement has been revised to clarify this point. See page 2 of the Letter to Stockholders and page 9 of the Consent Statement.

With respect to Steel Partners’ belief that the Company will not re-nominate two of the three directors elected as part of the Settlement Agreement, the Consent Statement has been revised to clarify why Steel Partners believes the Company will not re-nominate two of the three directors elected as part of the Settlement Agreement. See page 2 of the Letter to Stockholders and page 8 of the Consent Statement.

September 17, 2009

Page 6

You state that the “Company’s acquisition strategy has resulted in significant deterioration to stockholder value” and cite as an example the Company’s acquisition of Aristos Logic Corporation which you state “ultimately proved a financial failure with the Company recording an impairment charge of $16.9 million in connection with it.” Please provide support for the statement that the acquisition was a “financial failure,” clarify whether any of the non-Legacy Directors voted for the transaction and describe any concerns that were voiced by those directors during the deliberations.

The Consent Statement has been revised in response to this comment to remove the statement that the acquisition was a “financial failure.” Additionally, the Consent Statement has been revised to clarify whether any of the non-Legacy Directors voted for the transaction and to include any concerns that were voiced by those directors during the deliberations. See page 10 of the Consent Statement.

Please discuss the provisions in the Company’s Bylaws that prohibited Joseph Kennedy from casting “the deciding vote electing himself to this newly created position in direct violation of the Company’s Bylaws.” Further, discuss the provisions in the Company’s Bylaws that allow the Nominating and Governance and Compensation Committees to conduct a vote for Chairman.

The Consent Statement has been revised in response to this comment to remove this statement. See page 9 of the Consent Statement.

10.

You state the Board replaced “Jack Howard as Chairman of the Board (a non-executive position)” with Joseph Kennedy in a “position in which he would function as an ‘executive’ Chairman.” We note that the Form 8-K filed on September 8, 2009 by Adaptec states that “Mr. Kennedy’s role is consultative and advisory and on behalf of the Board in its oversight role, not executive.” Please provide support for your statement, or revise.

We acknowledge your comment. On a supplemental basis we note that Mr. Kennedy was elected as executive chairman at the August 27, 2009 board meeting. The term used to describe Mr. Kennedy’s position when it was presented to the Board for a vote was “executive” chairman. In fact, we received a letter from Mr. Kennedy on September 14, 2009, acknowledging that the term “executive” was used at the August 27th Board meeting in describing Mr. Kennedy’s position. We believe that the duties of the executive chairman were only then subsequently revised following objections made by certain members of the Board, including representatives of Steel Partners. Accordingly, we believe the disclosure in the 8-K does not accurately describe Mr. Kennedy’s position as it was presented to and approved by the Board and that Mr. Kennedy’s role, as it was presented to the Board, is described accurately in the Consent Statement.

September 17, 2009

Page 7

11.

Please clarify your statement that certain members of the Board engaged in a “unilateral” action that excluded four directors. Explain whether the four directors were present during the Board meeting on August 27, 2009. We note your statement in the letter to shareholders that these actions were taken during a meeting of the full Board of Directors and that the non-Legacy Directors requested to put the Chairman vote off for a few days. Further, clarify your references to a “stockholder representative” and discuss how this representative differs from the other members of the Board who owe fiduciary duties to the Company.

The Consent Statement has been revised in response to this comment. See page 1 of the Letter to Stockholders and page 8 of the Consent Statement.

Proposal 1 - The Bylaw Restoration Proposal, page 11

12.	Please expand your disclosure to provide an illustration of how the current Board could amend the Company’s bylaws to “limit,” “modify,” or “diminish” the effect of record holders’ consent to the removal of Subramanian Sundaresh and Robert J. Loarie as members of the Board.

The Consent Statement has been revised in response to this comment. See page 11 of the Consent Statement.

Proposal 2 - The Removal Proposal, page 12

13.

Please explain why you have selected Subramanian Sundaresh and Robert J. Loarie for removal from Adaptec’s board. We note your statements regarding the actions by the Company’s five Legacy Directors. Revise to discuss why you are seeking to remove only two of the five Legacy Directors who are currently on the board.

The Consent Statement has been revised in response to this comment to explain why Messrs. Sundaresh and Loarie were selected for removal from the Board and why Steel Partners is seeking to remove only two of the five Legacy Directors. See page 13 of the Consent Statement.

14.	Please revise the description of the proposal to make clear that security holders may adopt this proposal in part and elect to remove one current director without removing the other director identified in this proposal.

The Consent Statement has been revised to state that security holders may adopt this proposal in part and elect to remove one current director without removing the other director identified in this proposal. See page 13 of the Consent Statement.

September 17, 2009

Page 8

Proposal 3 - Authorized Director Proposal, page 13

15.	Please revise your disclosure to include a discussion of both the positive and negative potential effects of the Authorized Director Proposal on existing security holders of the Company.

The Consent Statement has been revised in response to this comment to discuss the positive and negative potential effects of the Authorized Director Proposal. See page 14 of the Consent Statement.

16.

Disclosure on this page and elsewhere indicates that “[i]f either Mr. Sundaresh or Mr. Loarie is not removed pursuant to the Removal Proposal, then the size of the Board will remain at nine (9).” It would appear that Board size would remain at nine if both Mr. Sundaresh and Mr. Loarie were removed, and would drop to eight if either Mr. Sundaresh or Mr. Loarie were removed. Please revise the disclosure here and throughout the proxy statement to clarify.

We acknowledge your comment. On a supplemental basis we note that in accordance with Section 2.1 of the Amended and Restated Bylaws of the Company, which are attached hereto as Exhibit A, the size of the Board is currently set at nine and may be changed from time to time by amendment of the Bylaws. It is Steel Partners’ intention to have stockholders consent to amend the Bylaws to set the size of the Board at seven only if both Mr. Sundaresh and Mr. Loarie are removed by stockholders. If either, but not both, of Mr. Sundaresh or Mr. Loarie is removed, then the size of the Board will remain at nine with a vacancy because only eight directors will be serving on the Board.

Procedural Instructions, page 16

17.

You state that shareholders may withhold their consent with respect to any of the proposals on the enclosed white consent card by marking the “DOES NOT CONSENT” box, but we note that there is not such option on the proxy card and these instructions differ from the “special instructions” on page 19. Please revise.

The Consent Statement has been revised to conform these instructions with the “special instructions” on page 19. See page 17 of the Consent Statement.

Solicitation of Consents, page 17

18.

We note your disclosure that consents may be solicited “by mail, facsimile, telephone, telegraph, Internet, in person and by advertisements.” Please also tell us whether the Company plans to solicit via Internet chat rooms, and if so, tell us which websites it plans to utilize. Please confirm that Steel Partners will not include a form of proxy card on any Internet web site until it has filed a definitive proxy statement.

Steel Partners does not currently expect to solicit proxies via Internet chat rooms. We will advise you if Steel Partners makes a determination to the contrary at a future date. Steel Partners confirms that it will not include a form of proxy card on any Internet web site until it has filed a definitive proxy statement.

September 17, 2009

Page 9

19.	Please be advised that all written soliciting materials, including any e-mails or scripts to be used in soliciting proxies must be filed under the cover of Schedule 14A on the date of first use. Refer to Rule 14a-6(b) and (c). Please confirm your understanding.

Steel Partners confirms its understanding that all written soliciting materials, including any e-mails or scripts that may be used in soliciting proxies must be filed under the cover of Schedule 14A on the date of first use.

Section 16(a) Beneficial Ownership Reporting Compliance, page 17

20.

You state that “SP II believes that all of the Section 16(a) filing requirements were satisfied by the members of the Group.” We note that Steel Partners did not satisfy the Section 16(a) filing requirement when it filed a late Form 4 on October 1, 2008 reporting a transaction that took place on September 23, 2008. Please revise.

The Consent Statement has been revised to state that Steel Partners did not satisfy the Section 16(a) filing requirement by filing a late Form 4 on October 1, 2008 reporting a transaction that took place on September 23, 2008. See page 18 of the Consent Statement.

Form of Proxy Card

21.	Please revise the proxy card to state in boldface type that the solicitation is being made by Steel Partners II, L.P., Steel Partners Holdings L.P., Steel Partners LLC, Steel Partners II GP LLC, Warren G. Lichtenstein, Jack L. Howard, and John J. Quicke.

The form of proxy has been revised to state in boldface type that the solicitation is being made by Steel Partners II, L.P., Steel Partners Holdings L.P., Steel Partners LLC, Steel Partners II GP LLC, Warren G. Lichtenstein, Jack L. Howard, and John J. Quicke. See the Form of Proxy Card.

22.

See our comment above. You state on the proxy card and in the proxy statement that Proposal 3 is conditioned “in part” upon the effectiveness of Proposal 2. Clearly describe the effect if only one of Messrs. Loarie or Sundaresh is removed but not the other. Will the conditional element of Proposal 3 be satisfied under those circumstances? It seems so, but we believe the disclosure is not clear on this point and should be revised both on the card and in the proxy statement.

We acknowledge your comment. On a supplemental basis we note that the size of the Board is currently set at nine and may be changed from time to time by amendment of the Bylaws. It is Steel Partners intention to have stockholders consent to amend the Bylaws to set the size of the Board at seven only if both Mr. Sundaresh and Mr. Loarie are removed by stockholders. If either, but not both of, Mr. Sundaresh or Mr. Loarie is removed, then the size of the Board will remain at nine, but there will be a vacancy because only eight directors will be serving on the Board. The form of proxy has been revised to clarify this point. See the Form of Proxy Card.

September 17, 2009

Page 10

Schedule II

23.	Please update Schedule II to reflect any recent transactions. We note that Steel Partners II L.P. reported in a form 4 filed on September 10, 2009 that it acquired shares of common stock on September 8, 2009.

Schedule II has been updated to include transactions in the common stock by the Participants since the initial filing of the Consent Solicitation. See Schedule II of the Consent Statement.

* * * * *

In connection with responding to the Staff’s comments, a certificate signed by each of the participants containing the three acknowledgments requested by the Staff is attached hereto.

The Staff is invited to contact the undersigned with any comments or questions it may have. We would appreciate your prompt advice as to whether the Staff has any further comments.

Very truly yours,

/s/ Steve Wolosky

Steve Wolosky

Enclosure

cc:	Warren Lichtenstein
	Jack Howard

ACKNOWLEDGMENT

In connection with responding to the comments of the Staff of the Securities and Exchange Commission (“SEC”) relating to the preliminary consent statement on Schedule 14A (the “Consent Statement”) filed by the undersigned on September 17, 2009, each of the undersigned acknowledges the following:

·	The undersigned is responsible for the adequacy and accuracy of the disclosure in the Consent Statement.

·	The Staff’s comments or changes to disclosure in response to Staff comments in the Consent Statement reviewed by the Staff do not foreclose the SEC from taking any action with respect to the Consent Statement.

·	The undersigned may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

[SIGNATURES ON FOLLOWING PAGE]

Dated: September 17, 2009	STEEL PARTNERS II, L.P.

	By:		Steel Partners II GP LLC General Partner

	By:	/s/ Sanford Antignas
		Sanford Antignas as Attorney-In-Fact for Warren G. Lichtenstein, Managing Member

STEEL PARTNERS HOLDINGS L.P.

By:		Steel Partners II GP LLC General Partner

By:	/s/ Sanford Antignas
	Sanford Antignas as Attorney-In-Fact for Warren G. Lichtenstein, Managing Member

	STEEL PARTNERS LLC

	By:	/s/ Sanford Antignas
		Sanford Antignas as Attorney-In-Fact for Warren G. Lichtenstein, Manager

	STEEL PARTNERS II GP LLC

	By:	/s/ Sanford Antignas
		Sanford Antignas as Attorney-In-Fact for Warren G. Lichtenstein, Managing Member

	/s/ Sanford Antignas
	SANFORD ANTIGNAS as Attorney-In-Fact for Warren G. Lichtenstein

	/s/ Jack L. Howard
	JACK L. HOWARD

	/s/ John J. Quicke
	JOHN J. QUICKE

EXHIBIT A

AMENDED AND RESTATED BYLAWS

ADAPTEC, INC.

(a Delaware corporation)

Amended Through May 6, 2009

TABLE OF CONTENTS

		Page
ARTICLE I	STOCKHOLDERS	1
Section 1.1.	Annual Meetings	1
Section 1.2.	Special Meetings	1
Section 1.3.	Notice of Meetings	1
Section 1.4.	Adjournments	1
Section 1.5.	Quorum	2
Section 1.6.	Organization	2
Section 1.7.	Voting; Proxies	2
Section 1.8.	Fixing Date for Determination of Stockholders of Record	3
Section 1.9.	List of Stockholders Entitled to Vote	3
Section 1.10.	Action By Written Consent of Stockholders	4
Section 1.11.	Inspectors of Elections	5
Section 1.12.	Notice of Stockholder Business; Nominations	6
Section 1.13.	Repricing of Stock Options	8
ARTICLE II	BOARD OF DIRECTORS	9
Section 2.1.	Number; Qualifications Election by Stockholders	9
Section 2.2.	Term; Resignation; Removal; Vacancies	9
Section 2.3.	Regular Meetings	9
Section 2.4.	Special Meetings	9
Section 2.5.	Remote Meetings Permitted	10
Section 2.6.	Quorum; Vote Required for Action	10
Section 2.7.	Organization	10
Section 2.8.	Written Action by Directors	10
Section 2.9.	Powers	10
Section 2.10.	Compensation of Directors	10
ARTICLE III	COMMITTEES	10
Section 3.1.	Committees	10
Section 3.2.	Committee Rules	11
ARTICLE IV	OFFICERS	11
Section 4.1.	Generally	11

TABLE OF CONTENTS

(continued)

		Page
Section 4.2.	Chief Executive Officer	11
Section 4.3.	Chairperson of the Board	12
Section 4.4.	President	12
Section 4.5.	Vice President	12
Section 4.6.	Chief Financial Officer	12
Section 4.7.	Treasurer	12
Section 4.8.	Secretary	12
Section 4.9.	Delegation of Authority	13
Section 4.10.	Removal	13
ARTICLE V	STOCK	13
Section 5.1.	Certificates	13
Section 5.2.	Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates	13
Section 5.3.	Other Regulations	13
ARTICLE VI	INDEMNIFICATION	13
Section 6.1.	Indemnification of Officers and Directors	13
Section 6.2.	Advance of Expenses	14
Section 6.3.	Non-Exclusivity of Rights	14
Section 6.4.	Indemnification Contracts	14
Section 6.5.	Effect of Amendment	15
ARTICLE VII	NOTICES	15
Section 7.1.	Notice	15
Section 7.2.	Waiver of Notice	16
ARTICLE VIII	MISCELLANEOUS	16
Section 8.1.	Fiscal Year	16
Section 8.2.	Seal	16
Section 8.3.	Form of Records	16
Section 8.4.	Reliance Upon Books and Records	16
Section 8.5.	Certificate of Incorporation Governs	16
Section 8.6.	Severability	17

TABLE OF CONTENTS

(continued)

		Page
ARTICLE IX	AMENDMENT	17
Section 9.1.	Amendments	17

iii

AMENDED AND RESTATED BYLAWS

ADAPTEC, INC.

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

Section 1.1. Annual Meetings. Unless directors are elected by written consent in lieu of an annual meeting as permitted by Section 211 of the Delaware General Corporation Law, an annual meeting of stockholders shall be held for the election of directors at such date and time as the Board of Directors shall each year fix. The meeting may be held either at a place, within or without the State of Delaware, or by means of remote communication as the Board of Directors in its sole discretion may determine. Any other proper business may be transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, and shall be called upon the request of the Chairperson of the Board of Directors, the Chief Executive Officer (and if the Corporation does not have a Chief Executive Officer, the President), or by a majority of the members of the Board of Directors. Special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Notice of all meetings of stockholders shall be given in writing or by electronic transmission in the manner provided by law (including, without limitation, as set forth in Section 7.1(b) of these Bylaws) stating the date, time and place, if any, of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by applicable law or the Certificate of Incorporation of the Corporation, such notice shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of record entitled to vote at such meeting.

Section 1.4. Adjournments. The chairperson of the meeting shall have the power to adjourn the meeting to another time, date and place (if any). Any meeting of stockholders may adjourn from time to time, and notice need not be given of any such adjourned meeting if the time, date and place (if any) thereof and the means of remote communications (if any) by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, then a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting the Corporation may transact any business that might have been transacted at the original meeting. The Board of Directors may postpone or reschedule any previously scheduled special or annual meeting of stockholders, in which case notice shall be provided to the stockholders of the new date, time and place, if any, of the meeting as provided in Section 1.3 above.

Section 1.5. Quorum. At each meeting of stockholders the holders of a majority of the shares of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business, unless otherwise required by applicable law. If a quorum shall fail to attend any meeting, the chairperson of the meeting or the holders of a majority of the shares entitled to vote who are present, in person or by proxy, at the meeting may adjourn the meeting. Shares of the Corporation’s stock belonging to the Corporation (or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation are held, directly or indirectly, by the Corporation) shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any other corporation to vote any shares of the Corporation’s stock held by it in a fiduciary capacity and to count such shares for purposes of determining a quorum.

Section 1.6. Organization. Meetings of stockholders shall be presided over by such person as the Board of Directors may designate, or, in the absence of such a person, the Chairperson of the Board of Directors, or, in the absence of such person, the President of the Corporation, or, in the absence of such person, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, at the meeting. Such person shall be chairperson of the meeting and, subject to Section 1.11 hereof, shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seems to him or her to be in order. The Secretary of the Corporation shall act as secretary of the meeting, but in such person’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Unless otherwise provided by law or the Certificate of Incorporation of the Corporation, and subject to the provisions of Section 1.8 of these Bylaws, each stockholder shall be entitled to one (1) vote for each share of stock held by such stockholder. Each stockholder entitled to vote at a meeting of stockholders, or to take corporate action by written consent without a meeting, may authorize another person or persons to act for such stockholder by proxy. Such a proxy may be prepared, transmitted and delivered in any manner permitted by applicable law. Elections of directors and other voting at meetings of stockholders need not be by written ballot unless demand is so made by any stockholder at the meeting before voting begins or the Chair of the meeting so elects. If a vote is to be taken by written ballot, then each such ballot shall state the name of the stockholder or proxy voting and such other information as the chairperson of the meeting deems appropriate and, if authorized by the Board of Directors, the ballot may be submitted by electronic transmission in the manner provided by law. The required vote for the election of directors shall be as set forth in Section 2.1 of these Bylaws. Unless otherwise provided by applicable law, the Certificate of Incorporation of the Corporation or these Bylaws, every matter other than the election of directors shall be decided by the affirmative vote of the holders of a majority of the shares of stock entitled to vote thereon that are present in person or represented by proxy at the meeting and are voted for or against the matter.

Section 1.8. Fixing Date for Determination of Stockholders of Record.

Generally. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to take corporate action by written consent without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action (other than action by written consent). If no record date is fixed by the Board of Directors, then the record date shall be as provided by applicable law. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Stockholder Request for Action by Written Consent. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent without a meeting shall, by written notice to the Secretary of the Corporation signed by such stockholder, request the Board of Directors to fix a record date for such consent. Such request shall include a brief description of the action proposed to be taken. Unless the Board of Directors has previously fixed a record date with respect to the proposed action to be taken by written consent, the Board of Directors shall, within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. Such record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors within ten (10) days after the date on which such a request is received, then the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation as provided in Section 1.10(b) of these Bylaws. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, then the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

Section 1.9. List of Stockholders Entitled to Vote. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either on a reasonably accessible electronic network as permitted by law (provided that the information required to gain access to the list is provided with the notice of the meeting) or during ordinary business hours at the principal place of business of the Corporation. If the meeting is held at a place, the list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present at the meeting. If the meeting is held solely by means of remote communication, then the list shall be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access the list shall be provided with the notice of the meeting.

Section 1.10. Action By Written Consent of Stockholders.

Procedure. Unless otherwise provided by the Certificate of Incorporation, and except as set forth in Section 1.8(b) above, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed in the manner permitted by law by the holders of outstanding stock having not less than the number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Written stockholder consents shall bear the date of signature of each stockholder who signs the consent in the manner permitted by law and shall be delivered to the Corporation as provided in subsection (b) below. No written consent shall be effective to take the action set forth therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner provided above, written consents signed by a sufficient number of stockholders to take the action set forth therein are delivered to the Corporation in the manner provided above.

Form of Consent. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors of the Corporation.`

Notice of Consent. Prompt notice of the taking of corporate action by stockholders without a meeting by less than unanimous written consent of the stockholders shall be given to those stockholders who have not consented thereto in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as required by law. In the case of a Certificate Action (as defined below), if the Delaware General Corporation Law so requires, such notice shall be given prior to filing of the certificate in question. If the action which is consented to requires the filing of a certificate under the Delaware General Corporation Law (a “Certificate Action”), then if the Delaware General Corporation Law so requires, the certificate so filed shall state that written stockholder consent has been given in accordance with Section 228 of the Delaware General Corporation Law and that written notice of the taking of corporate action by stockholders without a meeting as described herein has been given as provided in such section.

Section 1.11. Inspectors of Elections.

Applicability. Unless otherwise provided in the Certificate of Incorporation of the Corporation or required by the Delaware General Corporation Law, the following provisions of this Section 1.11 shall apply only if and when the Corporation has a class of voting stock that is: (i) listed on a national securities exchange; (ii) authorized for quotation on an automated interdealer quotation system of a registered national securities association; or (iii) held of record by more than 2,000 stockholders; in all other cases, observance of the provisions of this Section 1.11 shall be optional, and at the discretion of the Corporation.

Appointment. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting.

Inspector’s Oath. Each inspector of election, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

Duties of Inspectors. At a meeting of stockholders, the inspectors of election shall (i) ascertain the number of shares outstanding and the voting power of each share, (ii) determine the shares represented at a meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period of time a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

Opening and Closing of Polls. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced by the chairperson of the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery upon application by a stockholder shall determine otherwise.

Determinations. In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in connection with proxies in accordance with Section 212(c)(2) of the Delaware General Corporation Law, ballots and the regular books and records of the Corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification of their determinations pursuant to this Section 1.11 shall specify the precise information considered by them, including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

Section 1.12. Notice of Stockholder Business; Nominations.

Annual Meeting of Stockholders.

Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders shall be made at an annual meeting of stockholders (A) pursuant to the Corporation’s proxy materials with respect to such meeting, (B) by or at the direction of the Board of Directors or (C) by any stockholder of the Corporation who was a stockholder of record at the time of giving of the notice provided for in this Section 1.12, who is entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 1.12. For the avoidance of doubt, the foregoing clause (C) shall be the exclusive means for a stockholder to make nominations or propose business (other than business included in the Corporation’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (such act, and the rules and regulations promulgated thereunder, the “Exchange Act”)) at an annual meeting of stockholders.

ii.

For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (C) of subparagraph (a)(i) of this Section 1.12, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the seventy-fifth (75th) day nor earlier than the close of business on the one hundred and fifth (105th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred and fifth (105th) day prior to such annual meeting and not later than the close of business on the later of the seventy-fifth (75th) day prior to such annual meeting or the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. Such stockholder’s notice shall set forth: (A) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that would be required to be disclosed in solicitations of proxies for election of directors, or would be otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected and a statement whether such person, if elected, intends to tender a director resignation, which would be revocable only with the approval of the Board of Directors and which resignation would be effective upon the earlier of (i) Board acceptance of the resignation following such person’s failure to receive a sufficient number of votes for re-election at any meeting of the stockholders of the Corporation at which such person’s seat on the Board is subject to election or (ii) the 90th day after certification of the election results evidencing such failure to be re-elected, in accordance with the Corporation’s Corporate Governance Principles, provided, however, prior to the effectiveness of such resignation the Board may reject such resignation and permit such person to withdraw such resignation; (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (1) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, and (2) the class and number of shares of the Corporation that are owned beneficially and held of record by such stockholder and such beneficial owner.

iii.

Notwithstanding anything in the second sentence of subparagraph (a)(ii) of this Section 1.12 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least seventy five (75) days prior to the first anniversary of the preceding year’s annual meeting (or, if the annual meeting is held more than thirty (30) days before or sixty (60) days after such anniversary date, at least seventy five (75) days prior to such annual meeting), a stockholder’s notice required by this Section 1.12 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive office of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of such meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of such meeting (i) by or at the direction of the Board of Directors or (ii) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice of the special meeting, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 1.12. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice that would be required by subparagraph (a)(ii) of this Section 1.12 for an annual meeting is delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the one hundred fifth (105th) day prior to such special meeting and not later than the close of business on the later of the seventy fifth (75th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.

General.

Only such persons who are nominated in accordance with the procedures set forth in this Section 1.12 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.12. Except as otherwise provided by law or these Bylaws, the chairperson of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.12 and, if any proposed nomination or business is not in compliance herewith, to declare that such defective proposal or nomination shall be disregarded.

ii.

For purposes of this Section 1.12, the term “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to section 13, 14 or 15(d) of the Exchange Act.

iii.

Notwithstanding the foregoing provisions of this Section 1.12, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 1.12 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Section 1.13. Repricing of Stock Options.

The Corporation shall not reprice to a lower exercise price any issued and outstanding stock option granted to any employee, consultant or director of the Corporation at any time during the term of such option (other than adjustments for stock splits, stock dividends, recapitalizations and the like events as provided for in the documents governing the grant), without the prior approval of the Corporation’s stockholders. This section may be repealed, modified or amended only by the affirmative vote of the holders of a majority of the Corporation’s outstanding stock.

ARTICLE II

BOARD OF DIRECTORS

Section 2.1. Number; Qualifications Election by Stockholders. The Board of Directors shall consist of one or more members. The number of authorized directors shall be nine (9), provided, however the number of authorized directors may be changed from time to time by amendment of these Bylaws. No decrease in the authorized number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Directors need not be stockholders of the Corporation. Except as provided in Section 2.2 of this Article, each nominee for director shall be elected director by the affirmative vote of the majority of the votes cast with respect to such nominee at any meeting for the election of directors at which a quorum is present; provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which (i) the Secretary of the Corporation receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for stockholder nominees for director set forth in Article I, Section 1.12 of these Bylaws and (ii) such nomination has not been withdrawn by such stockholder on or before the tenth day before the Corporation first mails its notice of meeting for such meeting to the stockholders. For purposes of this Section, election by “the affirmative vote of the majority of the votes cast” means the votes cast “for” a nominee’s election must exceed the votes cast “against” that nominee’s election. If directors are to be elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee.

Section 2.2. Term; Resignation; Removal; Vacancies. Each director shall hold office until the next annual meeting of stockholders and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal. Any director may resign at any time upon notice to the Corporation given in writing or by electronic transmission. Subject to the rights of the holders of any series of Preferred Stock, no director may be removed except by the holders of a majority of the voting power of the shares then entitled to vote thereon. Subject to the rights of the holders of any series of Preferred Stock, any vacancy occurring in the Board of Directors for any cause, and any newly created directorship resulting from any increase in the authorized number of directors, shall, unless as otherwise required by law, be filled only by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and not by the stockholders.

Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places, within or without the State of Delaware, and at such times as the Board of Directors may from time to time determine. Notice of regular meetings need not be given if the date, times and places thereof are fixed by resolution of the Board of Directors.

Section 2.4. Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson of the Board of Directors, the Chief Executive Officer (and if the Corporation does not have a Chief Executive Officer, the President) or a majority of the members of the Board of Directors then in office and may be held at any time, date or place, within or without the State of Delaware, as the person or persons calling the meeting shall fix. Notice of the time, date and place of such meeting shall be given, orally, in writing or by electronic transmission (including electronic mail), by the person or persons calling the meeting to all directors at least four (4) days before the meeting if the notice is mailed, or at least twenty- four (24) hours before the meeting if such notice is given by telephone, hand delivery, telegram, telex, mailgram, facsimile, electronic mail or other means of electronic transmission. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.

Section 2.5. Remote Meetings Permitted. Members of the Board of Directors, or any committee of the Board, may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to conference telephone or other communications equipment shall constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the total number of authorized directors shall constitute a quorum for the transaction of business. Except as otherwise provided herein or in the Certificate of Incorporation of the Corporation, or required by law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairperson of the Board of Directors, or in such person’s absence by the President, or in such person’s absence by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in such person’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8. Written Action by Directors. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, respectively. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.9. Powers. The Board of Directors may, except as otherwise required by law or the Certificate of Incorporation of the Corporation, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 2.10. Compensation of Directors. Directors, as such, may receive, pursuant to a resolution of the Board of Directors, fees and other compensation for their services as directors, including without limitation their services as members of committees of the Board of Directors.

ARTICLE III

COMMITTEES

Section 3.1. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting of such committee who are not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in a resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the Corporation.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these Bylaws.

ARTICLE IV

OFFICERS

Section 4.1. Generally. The officers of the Corporation shall consist of a Chief Executive Officer and/or a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers, including a Chairperson of the Board of Directors and/or Chief Financial Officer, as may from time to time be appointed by the Board of Directors; provided, however, that the Board of Directors may empower the Chief Executive Officer of the Corporation to appoint officers other than the Chairperson of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or the Treasurer. Each officer shall hold office until such person’s successor is elected and qualified or until such person’s earlier resignation or removal. Any number of offices may be held by the same person. Any officer may resign at any time upon written notice to the Corporation. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by the Board of Directors.

Section 4.2. Chief Executive Officer. Subject to the control of the Board of Directors and such supervisory powers, if any, as may be given by the Board of Directors, the powers and duties of the Chief Executive Officer of the Corporation are:

To act as the general manager and, subject to the control of the Board of Directors, to have general supervision, direction and control of the business and affairs of the Corporation; and

To affix the signature of the Corporation to all deeds, conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board of Directors or which, in the judgment of the Chief Executive Officer, should be executed on behalf of the Corporation; to sign certificates for shares of stock of the Corporation; and, subject to the direction of the Board of Directors, to have general charge of the property of the Corporation and to supervise and control all officers, agents and employees of the Corporation.

The President shall be the Chief Executive Officer of the Corporation unless the Board of Directors shall designate another officer to be the Chief Executive Officer. If there is no President, and the Board of Directors has not designated any other officer to be the Chief Executive Officer, then the Chairperson of the Board of Directors shall be the Chief Executive Officer.

Section 4.3. Chairperson of the Board. The Chairperson of the Board of Directors shall have the power to preside at all meetings of the Board of Directors and shall have such other powers and duties as provided in these Bylaws and as the Board of Directors may from time to time prescribe.

Section 4.4. President. The President shall be the Chief Executive Officer of the Corporation unless the Board of Directors shall have designated another officer as the Chief Executive Officer of the Corporation. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, and subject to the supervisory powers of the Chief Executive Officer (if the Chief Executive Officer is an officer other than the President), and subject to such supervisory powers and authority as may be given by the Board of Directors to the Chairperson of the Board of Directors, and/or to any other officer, the President shall have the responsibility for the general management the control of the business and affairs of the Corporation and the general supervision and direction of all of the officers, employees and agents of the Corporation (other than the Chief Executive Officer, if the Chief Executive Officer is an officer other than the President) and shall perform all duties and have all powers that are commonly incident to the office of President or that are delegated to the President by the Board of Directors.

Section 4.5. Vice President. Each Vice President shall have all such powers and duties as are commonly incident to the office of Vice President, or that are delegated to him or her by the Board of Directors or the Chief Executive Officer. A Vice President may be designated by the Board to perform the duties and exercise the powers of the Chief Executive Officer in the event of the Chief Executive Officer’s absence or disability.

Section 4.6. Chief Financial Officer. The Chief Financial Officer shall be the Treasurer of the Corporation unless the Board of Directors shall have designated another officer as the Treasurer of the Corporation. Subject to the direction of the Board of Directors and the Chief Executive Officer, the Chief Financial Officer shall perform all duties and have all powers that are commonly incident to the office of Chief Financial Officer.

Section 4.7. Treasurer. The Treasurer shall have custody of all monies and securities of the Corporation. The Treasurer shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions. The Treasurer shall also perform such other duties and have such other powers as are commonly incident to the office of Treasurer, or as the Board of Directors or the Chief Executive Officer may from time to time prescribe.

Section 4.8. Secretary. The Secretary shall issue or cause to be issued all authorized notices for, and shall keep, or cause to be kept, minutes of all meetings of the stockholders and the Board of Directors. The Secretary shall have charge of the corporate minute books and similar records and shall perform such other duties and have such other powers as are commonly incident to the office of Secretary, or as the Board of Directors or the Chief Executive Officer may from time to time prescribe.

Section 4.9. Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 4.10. Removal. Any officer of the Corporation shall serve at the pleasure of the Board of Directors and may be removed at any time, with or without cause, by the Board of Directors. Such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation.

ARTICLE V

STOCK

Section 5.1. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairperson or Vice-Chairperson of the Board of Directors, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by such stockholder in the Corporation. Any or all of the signatures on the certificate may be a facsimile.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to agree to indemnify the Corporation and/or to give the Corporation a bond sufficient to indemnify it, against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 5.3. Other Regulations. The issue, transfer, conversion and registration of stock certificates shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI

INDEMNIFICATION

Section 6.1. Indemnification of Officers and Directors. Each person who was or is made a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person (or a person of whom such person is the legal representative), is or was a director or officer of the Corporation or a Reincorporated Predecessor (as defined below) or is or was serving at the request of the Corporation or a Reincorporated Predecessor (as defined below) as a director or officer of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the Delaware General Corporation Law, against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, provided such person acted in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. Such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of such person’s heirs, executors and administrators. Notwithstanding the foregoing, the Corporation shall indemnify any such person seeking indemnity in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation, or if such indemnification is authorized by an agreement approved by the Board of Directors. As used herein, the term “Reincorporated Predecessor” means a corporation that is merged with and into the Corporation in a statutory merger where (a) the Corporation is the surviving corporation of such merger; (b) the primary purpose of such merger is to change the corporate domicile of the Reincorporated Predecessor to Delaware.

Section 6.2. Advance of Expenses. The Corporation shall pay all expenses (including attorneys’ fees) incurred by such a director or officer in defending any such Proceeding as they are incurred in advance of its final disposition; provided, however, that if the Delaware General Corporation Law then so requires, the payment of such expenses incurred by such a director or officer in advance of the final disposition of such Proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that such director or officer is not entitled to be indemnified under this Article VI or otherwise; and provided, further, that the Corporation shall not be required to advance any expenses to a person against whom the Corporation directly brings a claim, in a Proceeding, alleging that such person has breached such person’s duty of loyalty to the Corporation, committed an act or omission not in good faith or that involves intentional misconduct or a knowing violation of law, or derived an improper personal benefit from a transaction.

Section 6.3. Non-Exclusivity of Rights. The rights conferred on any person in this Article VI shall not be exclusive of any other right that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation of the Corporation, Bylaw, agreement, vote or consent of stockholders or disinterested directors, or otherwise. Additionally, nothing in this Article VI shall limit the ability of the Corporation, in its discretion, to indemnify or advance expenses to persons whom the Corporation is not obligated to indemnify or advance expenses pursuant to this Article VI.

Section 6.4. Indemnification Contracts. The Board of Directors is authorized to cause the Corporation to enter into indemnification contracts with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing indemnification rights to such person. Such rights may be greater than those provided in this Article VI.

Section 6.5. Effect of Amendment. Any amendment, repeal or modification of any provision of this Article VI shall be prospective only, and shall not adversely affect any right or protection conferred on a person pursuant to this Article VI and existing at the time of such amendment, repeal or modification.

ARTICLE VII

NOTICES

Section 7.1. Notice.

Except as otherwise specifically provided in these Bylaws (including, without limitation, Section 7.1(b) below) or required by law, all notices required to be given pursuant to these Bylaws shall be in writing and may in every instance be effectively given by hand delivery (including use of a delivery service), by depositing such notice in the mail, postage prepaid, or by sending such notice by prepaid telegram, telex, overnight express courier, mailgram or facsimile, electronic mail or other means of electronic transmission. Any such notice shall be addressed to the person to whom notice is to be given at such person’s address as it appears on the records of the Corporation. The notice shall be deemed given (i) in the case of hand delivery, when received by the person to whom notice is to be given or by any person accepting such notice on behalf of such person, (ii) in the case of delivery by mail, upon deposit in the mail, (iii) in the case of delivery by overnight express courier, when dispatched, and (iv) in the case of delivery via telegram, telex, mailgram, facsimile, electronic mail or other means of electronic transmission, when dispatched. Notice given pursuant to this Section 7.1(a) shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the person has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the person has consented to receive notice; (iii) if by any other form of electronic transmission, when directed to the person.

Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the Delaware General Corporation Law, the Certificate of Incorporation of the Corporation, or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if (i) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (ii) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to this Section 7.1(b) shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given in writing or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section 7.2. Waiver of Notice. Whenever notice is required to be given under any provision of these Bylaws, a written waiver of notice, signed by the person entitled to notice, or waiver by electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any waiver of notice.

ARTICLE VIII

MISCELLANEOUS

Section 8.1. Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

Section 8.2. Seal. The Board of Directors may provide for a corporate seal, which shall have the name of the Corporation inscribed thereon and shall otherwise be in such form as may be approved from time to time by the Board of Directors.

Section 8.3. Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on or by means of, or be in the form of, diskettes or any other information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to any provision of the Delaware General Corporation Law.

Section 8.4. Reliance Upon Books and Records. A member of the Board of Directors, or a member of any committee designated by the Board of Directors shall, in the performance of such person’s duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 8.5. Certificate of Incorporation Governs. In the event of any conflict between the provisions of the Certificate of Incorporation of the Corporation and Bylaws, the provisions of the Certificate of Incorporation of the Corporation shall govern.

Section 8.6. Severability. If any provision of these Bylaws shall be held to be invalid, illegal, unenforceable or in conflict with the provisions of the Certificate of Incorporation of the Corporation, then such provision shall nonetheless be enforced to the maximum extent possible consistent with such holding and the remaining provisions of these Bylaws (including without limitation, all portions of any section of these Bylaws containing any such provision held to be invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation of the Corporation, that are not themselves invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation of the Corporation) shall remain in full force and effect.

ARTICLE IX

AMENDMENT

Section 9.1. Amendments. Stockholders of the Corporation holding a majority of the Corporation’s outstanding voting stock then entitled to vote at an election of directors shall have the power to adopt, amend or repeal Bylaws. To the extent provided in the Certificate of Incorporation of the Corporation, the Board of Directors of the Corporation shall also have the power to adopt, amend or repeal Bylaws of the Corporation.

CERTIFICATION OF AMENDED AND RESTATED BYLAWS

ADAPTEC, INC.

a Delaware Corporation

I, Dennis R. DeBroeck, certify that I am Secretary of Adaptec, Inc., a Delaware corporation (the “Corporation”), that I am duly authorized to make and deliver this certification, that the attached Bylaws are a true and complete copy of the Amended and Restated Bylaws of the Corporation in effect as of the date of this certificate.

Dated: May 6, 2009

/s/ Dennis R. Debroeck

Dennis R. DeBroeck, Secretary