8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 25, 2005

ADAPTEC, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-15071	94-2748530
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

691 S. Milpitas Boulevard

Milpitas, CA

95035

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (408) 945-8600

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Item 1.01 Entry into a Material Definitive Agreement.

On August 25, 2005, Adaptec, Inc.’s (the “Company”) Compensation Committee amended the Company’s Incentive Plan for fiscal 2006.  A copy of the Company’s Incentive Plan, as amended, is attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.

In addition, the Company’s Compensation Committee approved amendments to the Company’s director compensation policy for non-employee directors, effective August 26, 2005.  The amendments provide for the following changes in compensation paid by the Company to its non-employee directors.

1. Each independent Board member of the Board of Directors will receive $4,000 for each Board of Directors meeting attended, whether telephonically or in-person, provided however that the Chairperson of the Board of Directors can designate a meeting as a reduced fee meeting of $2,000 per meeting.

2. The Chairperson of the Audit Committee will receive an additional $10,000 per year as compensation and each other member of the Audit Committee shall receive an additional $5,000 per year as compensation.

3. The Chairperson of the Compensation Committee will receive an additional $7,000 per year as compensation and each other member of the Compensation Committee shall receive an additional $3,500 per year as compensation.

4.  The Chairperson of the Governance and Nominating Committee will receive an additional $4,500 per year as compensation and each other member of the Governance and Nominating Committee will receive an additional $2,250 per year as compensation.

5. For other committees of the Board of Directors that may be established and are not permanent Committees of the Board members serving on such committees will receive additional compensation of $400 per meeting hour.

Employee directors of the Company are not paid any fees for serving as members of the Board or any Board Committee. Non-employee directors will continue to receive a $3,000 retainer per fiscal quarter and will continue to be reimbursed for expenses incurred in attending meetings of the Board of Directors.  The Board of Directors’ current chairperson, Carl Conti, will continue to receive an additional payment of $100,000 as an annual retainer fee. Non-employee directors may continue to defer all or a part of their directors’ fees under the Company’s Deferred Compensation Plan.

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Item 9.01.		Financial Statements and Exhibits
	(c)	Exhibits
	10.1	Registrant’s Incentive Plan, as amended through August 25, 2005.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ADAPTEC, INC.

By:	/s/ Marshall L. Mohr
Marshall L. Mohr
Vice President and Chief Financial Officer
Date: August 31, 2005

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.1	Registrant’s Incentive Plan, as amended through August 25, 2005.

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EX-10.1

Exhibit 10.1

ADAPTEC, INC.

Adaptec Incentive Plan Document

Fiscal Year 2006

1.Plan Name and Effective Date

The name of the plan is the Adaptec Incentive Plan (the “AIP”). The AIP is effective for Adaptec’s 2006 fiscal year from April 1, 2005 through March 31, 2006 (“Fiscal Year 2006”).

2.Purpose

The purpose of the AIP is to provide a direct financial incentive for eligible executives, managers and individual contributors to make a significant contribution to Adaptec’s established goals in order to help Adaptec’s stockholders realize increased value from their investment.

3.Eligibility

All full or part-time exempt employees in grade 21 and above are eligible to participate in the AIP. Employees in grades 21 and above working in Singapore are not eligible to participate in the AIP except for 8 or 9 key managers and executives as determined by management. All eligible employees must have worked for Adaptec at least six months and must still be an employee of Adaptec at the time payments are made, as discussed below, in order to qualify to participate in the AIP. Commissioned sales employees, temporary employees and independent contractors are not eligible to participate in the AIP.  All Adaptec employees that are eligible to participate in the AIP are deemed to be “Participants” in the AIP.

4.Timing of AIP Payments

Except for holdback payments as described in Section 8 below, payments that become due under the AIP will be paid to Participants as soon as administratively feasible after the overall budget is approved by the Compensation Committee of Adaptec’s Board of Directors (“the Compensation Committee”) following the close of the second quarter of Fiscal Year 2006 or the fourth quarter of Fiscal Year 2006, as applicable.

5.Funding the AIP Pool

The AIP reinforces two key goals that support Adaptec’s strategic plans: maximizing Adaptec’s revenue (“Revenue”) and maximizing Adaptec’s Operating Profit Before Taxes (“OPBT”).  In order for the Compensation Committee to fund the AIP incentive pool (the “AIP Pool”) and in order for Participants to be eligible to receive payments

from the AIP Pool, Revenue and OPBT each must meet minimum thresholds as determined by the Compensation Committee.

The matrix for determining the size of the AIP Pool for Adaptec’s Q1 and Q2 performance is set forth in Chart A and the matrix for determining the size of the AIP Pool for Adaptec’s Q3 and Q4 performance is in the process of being finalized by the Compensation Committee. The size of the AIP Pool will be determined by the amount that each of Adaptec’s Revenue and OPBT exceeds the minimum thresholds established by the Compensation Committee; as Revenue and OPBT increase, the AIP Pool will increase as set forth in Chart A. Revenue and OPBT are each weighted equally in determining the size of the AIP Pool.  In addition, the Compensation Committee may increase or decrease the size of the AIP Pool by 25% based on Adaptec’s performance during Fiscal Year 2006.

If the Revenue and OPBT minimum thresholds set by the Compensation Committee are both not met, then no AIP Pool will be established. Notwithstanding the foregoing, in extraordinary and extenuating circumstances, the Compensation Committee may determine to fund the AIP Pool and make payments to Participants if Revenue and/or OPBT do not meet the established minimum thresholds.  In all cases, the Compensation Committee must review and approve the funding of the AIP Pool.

Chart A

Q1 and Q2

AIP Pool	Revenue	OPBT
(in millions)	(in millions)	(in millions)
5.00	A + 100.0	B + 25.0
2.50	A + 90.0	B + 22.5
0.00	A + 80.0	B + 20.0
0.00	A + 70.0	B + 17.5
0.00	A + 60.0	B + 15.0
0.00	A + 50.0	B + 12.5
0.00	A + 40.0	B + 10.0
0.00	A + 30.0	B + 7.5
0.00	A + 20.0	B + 5.0
0.00	A + 10.0	B + 2.5
0.00	A	B

6.Calculation of Payments

Chart B shows the targeted incentives by a Participant’s grade/position and as a percentage of a Participant’s base salary if Adaptec were to reach the 100% funding level set forth in Chart A. Chart B also shows what percentage of the eligible employee population would be targeted to receive an incentive payment.

Chart B

Participants: AIP Payments (for six months)

Grade/Position	Target % of Base Salary		Target Receiving
Chief Executive Officer	85	%	100	%
President	75	%	100	%
Chief Financial Officer	60	%	100	%
Vice President/General Manager	50	%	100	%
Vice President	40	%	100	%
31-33	25	%	70-90	%
29-30	15	%	70-90	%
27-28	12	%	70-90	%
24-26	10	%	70-90	%
21-23	8	%	70-90	%

7.AIP Payments

Once the AIP Pool amount is determined for each six-month period, the actual payment to a Participant is based on the Participant’s performance and can range from 0 to 200% of target incentive amount. In no case will the sum of all payments exceed the amount funded by the AIP. All payments from the AIP Pool made to Section 16(b) officers of Adaptec will be recommended by Adaptec’s CEO and will be reviewed by the Compensation Committee. In addition, the Compensation Committee will approve the CEO’s payment from the AIP Pool.

8.Holdback AIP Payments for Executive Participants

Payments under the AIP that are to be made to Participants with a position of Vice President or higher (“Executive Participants”) for first and second fiscal quarter achievements will be paid as follows.  Fifty percent (50%) of payments earned by Executive Participants during the first half of Fiscal Year 2006 will be paid at the same time as AIP payments are made to other Participants and fifty percent (50%) will be held back pending the performance of Adaptec in the second half of Fiscal Year 2006. This holdback will be paid to Executive Participants at the same time that other Participants receive payments under the AIP following the close of the fourth quarter of Fiscal Year 2006 and could be funded at 0% to 150% depending on how Adaptec performs relative to the Revenue and OPBT thresholds established by the Compensation Committee.