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SCHEDULE 14A

(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

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

Filed by the Registrant ý
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Check the appropriate box:

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Preliminary proxy statement

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Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)).

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Definitive proxy statement

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Definitive additional materials

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Soliciting material under Rule 14a-12

ADAPTEC, INC.

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
         
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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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.

 

 

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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

GRAPHIC

July 16, 2004

To our stockholders:

        You are cordially invited to attend our 2004 Annual Stockholders Meeting to be held at our principal executive offices located at 691 South Milpitas Boulevard, Milpitas, California 95035 on Thursday, August 26, 2004 at 10:00 a.m., local time.

        The matters to be acted upon at the meeting are described in detail in the accompanying Notice of Annual Stockholders Meeting and Proxy Statement.

        If you received your annual meeting materials by mail, the notice of annual meeting, proxy statement, annual report and proxy card from Adaptec's Board of Directors (the "Board") are enclosed. If you received your annual meeting materials via e-mail, the e-mail contains voting instructions and links to the proxy statement and annual report on the Internet.

        Please use this opportunity to take part in our business by voting on the matters to come before this meeting. Whether or not you plan to attend the meeting, you can cast your vote online (beneficial holders only), even if you did not receive your annual meeting materials electronically. To vote online, follow the instructions for online voting contained within your annual meeting materials. In addition, you may vote by telephone by following the instructions for telephone voting contained within your annual meeting materials. If you received your annual meeting materials by mail and do not wish to vote online or by telephone, or you are a registered stockholder (see definition in the accompanying proxy statement), please complete, date, sign and promptly return the enclosed proxy card in the enclosed postage-paid envelope before the meeting so that your shares will be represented at the meeting. Voting online, by telephone, or by returning the proxy card does not deprive you of your right to attend the meeting and to vote your shares in person.

        We encourage you to conserve natural resources, as well as significantly reduce printing and mailing costs, by signing up for electronic delivery of Adaptec stockholder communications. For more information, see the "Electronic Delivery of Adaptec Stockholder Communications" section of the enclosed proxy statement.

        We hope to see you at the meeting.

    Sincerely,

 

 

GRAPHIC

 

 

Robert N. Stephens
President and Chief Executive Officer

Adaptec, Inc.
691 South Milpitas Boulevard
Milpitas, California 95035


NOTICE OF ANNUAL STOCKHOLDERS MEETING

To our stockholders:

        Our 2004 Annual Stockholders Meeting will be held at our principal executive offices located at 691 South Milpitas Boulevard, Milpitas, California 95035 on Thursday, August 26, 2004 at 10:00 a.m., local time.

        At the meeting, you will be asked to consider and vote upon the following matters:

        1.     The election of eight directors to our board of directors, each to serve until our 2005 Annual Stockholders Meeting and until his or her successor has been elected and qualified or until his or her earlier resignation, death or removal. Our board of directors intends to present the following nominees for election as directors:

  Carl J. Conti   Ilene H. Lang   Robert N. Stephens

 

Lucie J. Fjeldstad

 

Robert J. Loarie

 

Douglas E. Van Houweling

 

Joseph S. Kennedy

 

D. Scott Mercer

 

 

        2.     The approval of our 2004 Equity Incentive Plan.

        3.     The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2005.

        4.     To transact any other business that may properly come before the Annual Stockholders Meeting or any adjournment or postponement of the meeting.

        These items of business are more fully described in the attached proxy statement. Only stockholders of record at the close of business on June 28, 2004 are entitled to notice of and to vote at the meeting or any adjournment or postponement of the meeting.

    By order of the board of directors

 

 

GRAPHIC
    Dennis R. DeBroeck
Secretary

Milpitas, California
July 16, 2004

        Whether or not you plan to attend the meeting in person, please either cast your vote online, by telephone, or by completing, dating, signing and promptly returning the enclosed proxy card in the enclosed postage-paid envelope before the meeting so that your shares will be represented at the meeting.


Adaptec, Inc.
691 South Milpitas Boulevard
Milpitas, California 95035


PROXY STATEMENT

July 16, 2004

        The accompanying proxy is solicited on behalf of the board of directors of Adaptec, Inc., a Delaware corporation, for use at the 2004 Annual Stockholders Meeting to be held at our principal executive offices located at 691 South Milpitas Boulevard, Milpitas, California 95035 on Thursday, August 26, 2004 at 10:00 a.m., local time. This proxy statement and the accompanying form of proxy card were first mailed to stockholders on or about July 16, 2004. Our annual report for fiscal year 2004 is enclosed with this proxy statement.

Record Date; Quorum

        Only holders of record of common stock at the close of business on June 28, 2004 will be entitled to vote at the meeting. At the close of business on the record date, we had 109,878,840 shares of common stock outstanding and entitled to vote. A majority of the shares outstanding on the record date, present in person or represented by proxy, will constitute a quorum for the transaction of business at the meeting.

Effect of Abstentions and "Broker Non-Votes"

        If stockholders indicate on their proxy card that they wish to abstain from voting, including brokers holding their customers' shares of record who cause abstentions to be recorded, these shares are considered present and entitled to vote at the Annual Meeting. These shares will count toward determining whether or not a quorum is present. However, these shares will not be taken into account in determining the outcome of any of the proposals.

        If a stockholder does not give a proxy to its broker with instructions as to how to vote the shares, the broker has authority under New York Stock Exchange rules to vote those shares for or against "routine" matters, such as the election of directors to our board and the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm. Brokers cannot vote on their customers' behalf on "non-routine" proposals such as the approval of Adaptec's 2004 Equity Incentive Plan. These rules apply to us notwithstanding the fact that shares of our common stock are traded on The Nasdaq National Market. If a broker votes shares that are unvoted by its customers for or against a "routine" proposal, these shares are counted for the purpose of establishing a quorum and will also be counted for the purpose of determining the outcome of such "routine" proposals. If a broker chooses to leave these shares unvoted, even on "routine" matters, they will be counted for the purpose of establishing a quorum, but not for determining the outcome of any of the proposals.

Voting Rights; Required Vote

        Because brokers can no longer vote "unvoted" shares on behalf of their customers for "non-routine" matters such as the adoption of our 2004 Equity Incentive Plan, it is more important than ever that stockholders vote their shares. If you do not vote your shares, you will not have a say in the important issues to be presented at the 2004 Annual Stockholders Meeting.

        Stockholders are entitled to one vote for each share of common stock held as of the record date. Directors will be elected by a plurality of the shares of common stock present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Stockholders do not have the right to cumulate their votes in the election of directors. Negative votes will not affect the outcome of the election of directors. Approval of each of Proposal No. 2 approving our 2004 Equity Incentive Plan and Proposal

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No. 3 ratifying the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2005 requires the affirmative vote of the holders of a majority of the shares entitled to vote that are present in person or represented by proxy at the meeting and are voted for or against the proposal, provided that the affirmative votes must be not less than a majority of the required quorum for the meeting. The inspector of elections appointed for the meeting will separately tabulate the relevant affirmative and negative votes, abstentions and broker non-votes for each proposal.

Voting of Proxies

        Most stockholders have three options for submitting their votes: (1) via the Internet, (2) by telephone or (3) by mail. If you have Internet access, you may submit your proxy from any location in the world by following the "Vote by Internet" instructions on the proxy card. If you live in the United States or Canada, you may submit your proxy by following the "Vote by Telephone" instructions on the proxy card. If you complete and properly sign each proxy card you receive and return it in the prepaid envelope to us, it will be voted in accordance with the specifications made on the proxy card. If no specification is made on a signed and returned proxy card, the shares represented by the proxy will be voted "for" each proposal, including "for" the election to the board of each of the nominees named on the proxy card, and "for" any other matter that may be properly brought before the meeting. We encourage stockholders with Internet access to record your vote on the Internet or, alternatively, to vote by telephone. Internet and telephone voting is convenient, saves on postage and mailing costs, and is recorded immediately, minimizing risk that postal delays may cause your vote to arrive late and therefore not be counted. If you attend the annual meeting, you may also vote in person, and any previously submitted votes will be superseded by the vote you cast at the annual meeting.

Adjournment of Meeting

        If a quorum is not present to transact business at the meeting or if we do not receive sufficient votes in favor of the proposals by the date of the meeting, the persons named as proxies may propose one or more adjournments of the meeting to permit solicitation of proxies. Any adjournment would require the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting.

Expenses of Soliciting Proxies

        Adaptec will pay the expenses of soliciting proxies for the meeting. After the original mailing of the proxies and other soliciting materials, we and/or our agents may also solicit proxies by mail, telephone, telegraph, facsimile, email or in person. After the original mailing of the proxy cards and other soliciting materials, we will request that brokers, custodians, nominees and other record holders of our common stock forward copies of the proxy cards and other soliciting materials to persons for whom they hold shares and request authority for the exercise of proxies. We will reimburse the record holders for their reasonable expenses if they ask us to do so.

Revocability of Proxies

        Any person signing a proxy card in the form accompanying this proxy statement has the power to revoke it at any time before it is voted. A proxy may be revoked by signing and returning a proxy card with a later date, by delivering a written notice of revocation to Registrar and Transfer Company, 10 Commerce Drive, Cranford, NJ 07016, that the proxy is revoked or by attending the meeting and voting in person. The mere presence at the meeting of a stockholder who has previously appointed a proxy will not revoke the appointment. Please note, however, that if a stockholder's shares are held of record by a broker, bank or other nominee and that stockholder wishes to vote at the meeting, the stockholder must bring to the meeting a letter from the broker, bank or other nominee confirming the stockholder's beneficial ownership of the shares and that the broker, bank or other nominee is not voting the shares at the meeting. In the

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event of multiple online or telephone votes by a stockholder, each vote will supersede the previous vote and the last vote cast will be deemed to be the final vote of the stockholder unless such vote is revoked in person at the meeting according to the revocability instructions outlined above.

Electronic Delivery of Adaptec Stockholder Communications

        If you received your annual meeting materials by mail, we encourage you to help us conserve natural resources, as well as significantly reduce printing and mailing costs, by signing up to receive your Adaptec stockholder communications electronically via e-mail. With electronic delivery, you will be notified via e-mail as soon as the annual report and the proxy statement are available on the Internet, and you can easily submit your stockholder votes online. Electronic delivery can also eliminate duplicate mailings and reduce the amount of bulky paper documents you maintain in your personal files. To sign up for electronic delivery:

        Your electronic delivery enrollment will be effective until you cancel it. If you have questions about electronic delivery, please call Adaptec Shareholder Services at (408) 957-6765.

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

        A board of eight directors is to be elected at the 2004 Annual Stockholders Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the eight nominees named below, all of whom are presently our directors. Victoria L. Cotten, one of our current directors, will not stand for re-election and her term will expire at the Annual Meeting.

        Proxies cannot be voted for a greater number of persons than the number of nominees named. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder may determine. We are not aware of any nominee who will be unable to or for good cause will not serve as a director. The term of office of each person elected as a director will continue until the next annual meeting of our stockholders or until his or her successor has been elected and qualified.

Directors/Nominees

        The names of the nominees, their ages as of the date of this proxy statement and certain information about them are set forth below:

Name of Director

  Age
  Principal Occupation
  Director
Since

Carl J. Conti   66   Independent management consultant   1995
Lucie J. Fjeldstad   60   Retired   2001
Joseph S. Kennedy   58   President and Chief Executive Officer of Omneon, Inc., a developer of video media servers for the broadcast industry   2001
Ilene H. Lang   60   President of Catalyst, Inc.   1997
Robert J. Loarie   61   Advisory Director of Morgan Stanley & Co., a diversified investment firm   1981
D. Scott Mercer   53   Senior Vice President and Advisor to the CEO of Western Digital Corporation, a supplier of disk drives to the personal computer and consumer electronics industries   2003
Robert N. Stephens   58   President and Chief Executive Officer of Adaptec, Inc.   1998
Douglas E. Van Houweling   60   President and Chief Executive Officer of the University Corporation for Advanced Internet Development   2002

        Mr. Conti has been an independent management consultant since 1991. From 1959 to 1991, Mr. Conti held a variety of technical and managerial positions with International Business Machines Corporation, a manufacturer of computer hardware and software, including as a Senior Vice President from 1987 to 1991. Mr. Conti also serves as a director of a privately held company.

        Ms. Fjeldstad has been retired since December 2001. From September 1999 to December 2001, Ms. Fjeldstad served as Chief Executive Officer of DataChannel, Inc., a software development company. She also served as President of DataChannel, Inc. from October 1998 to December 2001. From July 1997 to October 1998, Ms. Fjeldstad was Chief Executive Officer of her own consulting firm, Fjeldstad International. Ms. Fjeldstad also serves as a director of a privately held company.

        Mr. Kennedy has served as the President and Chief Executive Officer of Omneon, Inc., a developer of video media servers for the broadcast industry, since June 2003. From April 2002 until June 2003, Mr. Kennedy was retired. From June 1999 until March 2002, he served as President, Chief Executive Officer and Chairman of the Board of Pluris, a developer of Internet routers. From June 1997 to June 1998, he served as President and General Manager of Bay Networks' switching products division.

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        Ms. Lang has served as President of Catalyst, Inc., a non-profit research and advisory organization for women in business, since September 2003. From June 2000 to August 2003, Ms. Lang worked as a corporate advisor. From May 1999 to May 2000, Ms. Lang served as President and Chief Executive Officer of Individual.com, Inc., a wholly-owned subsidiary of NewsEdge Corp., a provider of news to corporations, which was sold to Winstar Inc. in February 2000. From August 1998 to March 1999, Ms. Lang served as Chief Executive Officer of Essential.com, Inc., an e-commerce company that sold communication and energy services over the Internet. Ms. Lang is also a director of Art Technology Group, Inc. and a director of a privately held company.

        Mr. Loarie has served as an Advisory Director of Morgan Stanley & Co., a diversified investment firm, since April 2003, as a Managing Director from December 1997 until March 2003, and as a Principal of that firm from August 1992 until November 1997. Mr. Loarie also has served as a general partner or managing member of several venture capital investment partnerships or LLC companies affiliated with Morgan Stanley since August 1992. Mr. Loarie is also a director of Evolving Systems, Inc. and of several privately held companies.

        Mr. Mercer has served as a Senior Vice President and Advisor to the CEO of Western Digital Corporation, a supplier of disk drives to the personal computer and consumer electronics industries, since February 2004, and as a Senior Vice President and Chief Financial Officer of that corporation from October 2001 until January 2004. From June 2000 to September 2001, Mr. Mercer served as Chief Financial Officer of Teralogic, Inc., a supplier of semiconductors and software to the digital television industry. From June 1996 until May 2000, Mr. Mercer held various senior operating and financial positions with Dell, Inc., a provider of products and services required for customers to build their information-technology and Internet infrastructures. Mr. Mercer is also a director of Conexant Systems, Inc., NetRatings, Inc., and of a privately held company.

        Mr. Stephens became our Chief Executive Officer in April 1999. Mr. Stephens has served as our President since October 1998, and from November 1995 to July 1999, he was our Chief Operating Officer. From November 1993 until November 1995, Mr. Stephens founded and was Chairman of the Board of Power I/O, Inc, which was acquired by Adaptec in 1995.

        Dr. Van Houweling has served as the President and Chief Executive Officer of the University Corporation for Advanced Internet Development (UCAID), the formal organization supporting Internet2, since October 1997. Dr. Van Houweling also serves as a professor in the School of Information at the University of Michigan. Before undertaking his responsibilities at UCAID, Dr. Van Houweling was Dean for Academic Outreach and Vice Provost for Information and Technology at the University of Michigan. Dr. Van Houweling is also a director of Syntel, Inc.

Composition of Board of Directors

        Our bylaws provide that our board of directors will consist of nine directors. With the exception of Ms. Cotten, all of our current directors will stand for re-election at the Annual Meeting, as described in this proxy statement. The board of directors has amended our bylaws to reduce the size of our board so that it will consist of eight directors in order to eliminate any vacancies. This amendment will take effect at our Annual Meeting, when Ms. Cotten's term as a director expires.

Board of Directors Meetings and Committees

        During fiscal 2004, the board of directors met eight times, including telephone conference meetings, and acted by unanimous written consent once. No director attended fewer than 75% of the total number of meetings of the board and the total number of meetings held by all committees of the board on which the director served during fiscal 2004, except that Mr. Mercer attended one of the two board meetings held during the time he served as one of our directors during fiscal 2004.

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        Standing committees of the board of directors include an Audit Committee, a Compensation Committee and a Governance and Nominating Committee. All committees operate under charters approved by the board, which are available on our website at www.adaptec.com. The Audit Committee charter is also available in Appendix B to this proxy statement.

        We strongly encourage directors to attend our annual stockholders' meetings. The board endeavors to hold its meetings on the same day as the annual stockholders' meetings to encourage director attendance. All of our directors attended the 2003 Annual Stockholders Meeting.

        Audit Committee.    The current members of the Audit Committee are Ilene H. Lang, Robert J. Loarie and D. Scott Mercer. Ms. Lang, Mr. Loarie and Mr. Mercer are each independent directors as defined by the rules of The Nasdaq Stock Market. In addition, our board of directors has determined that Mr. Mercer is an "audit committee financial expert" as defined by the Securities and Exchange Commission. The Audit Committee met ten times during fiscal 2004, including telephone conference meetings. The Audit Committee assists the board in its general oversight of our financial reporting, internal controls and audit functions, and is directly responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm.

        Compensation Committee.    The current members of the Compensation Committee are Lucie J. Fjeldstad and Victoria L. Cotten. Ms. Cotten will not be standing for re-election and her term as a director will expire at our annual meeting. A replacement for the vacancy on the Compensation Committee has not yet been determined, but it is expected that a replacement will be named within a short period of time after the annual meeting. The Compensation Committee met one time and acted by unanimous written consent three times during fiscal 2004. The Compensation Committee establishes our executive compensation policy, determines the salary and bonuses of our executive officers and recommends to the board of directors stock option grants for our executive officers.

        Governance and Nominating Committee.    The current members of the Governance and Nominating Committee (the "GNC") are Douglas Van Houweling and Joseph Kennedy. Dr. Van Houweling and Mr. Kennedy are each independent directors as defined by the rules of The Nasdaq Stock Market. The GNC is responsible for reviewing the qualifications of potential candidates for membership on our board of directors and recommending such candidates to the board of directors. In addition, the GNC makes recommendations regarding the structure and composition of our board and advises and makes recommendations to our board on matters concerning corporate governance. The GNC met one time in fiscal 2004.

        Director Qualifications.    The goal of the GNC is to ensure that our board possesses a variety of perspectives and skills derived from high-quality business and professional experience. The GNC seeks to achieve a balance of knowledge, experience and capability on our board. To this end, the GNC seeks nominees with high professional and personal ethics and values, an understanding of our business lines and industry, diversity of business experience and expertise, broad-based business acumen, and the ability to think strategically. In addition, the GNC considers the level of the candidate's commitment to active participation as a director, both at board and committee meetings and otherwise. Although the GNC uses these and other criteria to evaluate potential nominees, we have no stated minimum criteria for nominees. When appropriate, the GNC may retain executive recruitment firms to assist in identifying suitable candidates. After its evaluation of potential nominees, the GNC submits its chosen nominees to the board for board approval. The GNC does not use different standards to evaluate nominees depending on whether they are proposed by our directors and management or by our stockholders.

        Stockholder Nominees.    The GNC will consider stockholder recommendations for director candidates. If a stockholder would like to recommend a director candidate for the next annual meeting, the stockholder must deliver the recommendation to our Corporate Secretary at our principal executive offices no later than March 18, 2005. Recommendations for candidates should be accompanied by personal information about the candidate, including a list of the candidate's references, the candidate's resume or

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curriculum vitae and the other information required in the stockholder notice required by Section 2.15 of our Bylaws. A stockholder recommending a candidate may be asked to submit additional information as determined by our Corporate Secretary and as necessary to satisfy Securities Exchange Commission or Nasdaq rules. If a stockholder's recommendation is received within the time period set forth above and the stockholder has met the criteria set forth above, the committee will evaluate such candidate, along with the other candidates being evaluated by the GNC, in accordance with the committee's charter and will apply the criteria described under "Director Qualifications".

Independent Directors

        Each of our directors other than Mr. Stephens qualifies as "independent" in accordance with the rules of The Nasdaq Stock Market. The Nasdaq independence definition includes a series of objective tests, such as that the director is not an employee of the company and has not engaged in various types of business dealings with the company. In addition, as further required by the Nasdaq rules, the Board has made a subjective determination as to each independent director that no relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Communication with the Board

        You may contact the board of directors by sending an email to directors@adaptec.com or by mail to Board of Directors, Adaptec, Inc., 691 S. Milpitas Blvd., Milpitas, CA 95035. An employee of Adaptec, Inc. will forward these emails and letters directly to the Board. We reserve the right not to forward to board members any abusive, threatening or otherwise inappropriate materials.

Corporate Governance Guidelines

        The board of directors serves as the ultimate decision making body of Adaptec, except with respect to matters reserved for the decision of stockholders. The board has adopted Corporate Governance Guidelines to assist in the performance of its responsibilities. These guidelines are available on our website at www.adaptec.com.

Director Compensation

        Cash Compensation.    Carl J. Conti, the Chairman of our board of directors, receives $100,000 per year as compensation. All other non-employee directors receive $3,000 per fiscal quarter and $4,000 for each meeting of the board of directors attended other than telephonic meetings and are reimbursed for their expenses incurred in attending meetings of the board of directors. The chairperson of the Compensation Committee, currently Ms. Fjeldstad, receives an additional $7,000 per year as compensation. The chairperson of the Audit Committee, currently Ms. Lang, receives an additional $10,000 per year as compensation. Directors who serve on committees in a non-chairperson capacity do not receive additional compensation for serving on these committees. Employee directors do not receive additional compensation for attendance at meetings of the board of directors.

        Deferred Compensation Program.    Non-employee directors may choose to (i) receive their quarterly payment in cash, (ii) defer the payment by investing it in our Deferred Compensation Plan or (iii) elect a combination of (i) and (ii).

        2000 Director Option Plan.    Pursuant to our 2000 Director Option Plan, Messrs. Conti, Kennedy, Loarie, Mercer and Van Houweling and Mses. Cotten, Fjeldstad and Lang were each granted options to purchase 15,000 shares of our common stock on March 31, 2004 at an exercise price of $8.80 per share. These options become vested and exercisable with respect to 25% of the shares subject to the options for each full quarter after the date of grant, so long as such person remains a director, such that the option will be fully vested on the first anniversary of the date of grant.

THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINATED DIRECTOR.

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PROPOSAL NO. 2—APPROVAL OF THE 2004 EQUITY INCENTIVE PLAN

        We are asking our stockholders to approve our 2004 Equity Incentive Plan (the "2004 Plan"). The 2004 Plan is intended to promote our long-term growth and profitability by providing us with the tools to remain competitive in attracting and retaining employees and consultants. Approval of the 2004 Plan will do two things:

        Stockholders are asking companies to strengthen the link between compensation and performance and to provide stockholders the opportunity to ensure that usage and the resulting dilution are reasonable. While stockholders want executives to have a greater ownership stake in the companies they lead, the Financial Accounting Standards Board is preparing to implement new rules governing stock option accounting sometime in 2005. We expect those new rules to make the use of other forms of equity compensation as attractive as or more attractive than stock options. We also expect that our competitors for talented employees will also begin using a broader and more creative array of equity and cash incentive vehicles. As a result, we need to prepare to alter the nature of our own equity and performance compensation programs and ensure that we have the necessary tools to compete.

        We believe that approval of this proposal will enable us to compete effectively in the increasingly competitive market for talent over the next two to three years, while maintaining a reasonable rate of dilution of the over 109,878,840 shares we have outstanding and entitled to vote on this proposal as of the record date.

        Approval of the 2004 Plan requires the affirmative vote of the holders of a majority of the shares of our common stock that are present in person or by proxy and entitled to vote at the annual meeting. If the 2004 Plan is approved, then our 1999 Stock Option Plan and 2000 Nonstatutory Stock Option Plan will automatically terminate. To better align the interests of participants in the 2004 Plan with all our stockholders, the 2004 Plan prohibits the repricing of any outstanding stock option or stock appreciation right unless approved by our stockholders.

        We believe strongly that the approval of the 2004 Plan is essential to our continued success. Our employees are our most valuable asset. The 2004 Plan will be vital to our ability to attract and retain outstanding and highly skilled individuals in the extremely competitive labor markets in which we must compete. Our executive officers will be eligible to receive awards under the 2004 Plan and therefore have an interest in this proposal. Our non-employee directors will not be eligible to receive awards under the 2004 Plan. We refer to any grant under the 2004 Plan as an "Award." Such Awards also are crucial to our ability to motivate employees to achieve our goals.

        The following paragraphs provide a brief summary of the principal features of the 2004 Plan and its operation. Because the following is a summary, it may not contain all of the information that is important to you. This summary is qualified in its entirety by reference to the full text of the 2004 Plan, a copy of which is attached to this proxy statement as Appendix A.

Background and Purpose

        Our board of directors adopted the 2004 Plan on June 3, 2004 to allow us to provide equity incentives to attract and retain the services of quality individuals, remain competitive in the industry and align the interests of the individuals eligible to participate in the 2004 Plan with those of the stockholders. The 2004 Plan permits the grant of the following types of Awards: (1) nonstatutory stock options, (2) incentive stock options, (3) stock appreciation rights, (4) restricted stock Awards and (5) restricted stock units. The 2004

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Plan is intended to attract, motivate and retain employees and consultants who provide significant services to us that we believe will further our growth and operating results. Approximately 1,597 employees and officers of Adaptec and its subsidiaries would have been eligible to receive Awards under the 2004 Plan. The closing price of our common stock on June 3, 2004 was $7.64 per share.

Shares Reserved

        We have reserved 10,000,000 of our shares for issuance under the 2004 Plan plus the number of shares that, upon termination of our 1999 Stock Option Plan and 2000 Nonstatutory Stock Option Plan, remain in those plans, but not subject to then outstanding stock options granted under those plans. Approximately 2,288,654 shares from our 1999 Stock Option Plan and 3,116,613 shares from our 2000 Nonstatutory Stock Option Plan remained available for future option grants as of the record date. Shares that remain subject to options granted under those plans will be added to the reserve of our 2004 Plan as the covering options expire. Shares that were issued under those plans will be added to the reserve of our 2004 Plan as we reacquire them pursuant to the terms on which they were issued. The settlement in cash of an Award granted under the 2004 Plan will not reduce the number of shares available for issuance. As shares covered by an Award granted under the 2004 Plan can no longer be issued under such Award, they become available again under the 2004 Plan. Shares issued under the 2004 Plan will become available again under the 2004 Plan as we reacquire them pursuant to the terms on which they were issued.

Administration

        The 2004 Plan will be administered by the Compensation Committee of the board of directors (the "Committee"), the members of which are appointed by the board. The Committee currently consists of Lucie J. Fjeldstad and Victoria L. Cotten, each of whom are "non-employee directors" as that term is defined under the Securities Exchange Act of 1934 and "outside directors" as that term is defined pursuant to Section 162(m) of the Internal Revenue Code of 1986 (the "Code"). Ms. Cotten will not be standing for re-election and her term as a director will expire at our annual meeting. A replacement for the vacancy on the Committee has not yet been determined, but it is expected that a replacement will be named within a short period of time after the annual meeting.

        Subject to the terms of the 2004 Plan, the Committee determines the persons who are to receive Awards, the number of shares subject to each such Award and the terms and conditions of such Awards at the time of each grant. The Committee's determination of the price to be paid for shares issued under the 2004 Plan is limited by the 2004 Plan's provision that no more than 5,000,000 shares may be issued at a price that is less than fair market value (as determined on the date of grant of the covering Award). The Committee also has the authority to amend and make binding interpretations of any Awards. No amendment, or exchange, of a stock option or stock appreciation right shall have the effect of a repricing unless we first obtain our stockholders' approval of such action.

        If we experience a stock dividend, reorganization or other change in our capital structure, the Committee has discretion to adjust the number of shares available for issuance under the 2004 Plan, the outstanding Awards and the per-person, aggregate share-limits on Awards, as appropriate to reflect the stock dividend or other change.

        The board can amend the 2004 Plan at any time, but no amendment to increase the number of shares reserved under the 2004 Plan, extend its term beyond 10 years, or expand the categories of employees eligible to participate in the 2004 Plan, shall be effective until we obtain our stockholders' approval of such amendment. The board may terminate the 2004 Plan at any time and for any reason prior to its scheduled termination date of June 3, 2014.

9



Eligibility to Receive Types of Awards; Performance Criteria

        Incentive stock options can only be granted to employees. All other Awards can be granted to employees or consultants. Non-employee directors are not eligible for Awards under the 2004 Plan. The actual number of individuals who will receive an Award under the 2004 Plan cannot be determined in advance because the Committee has the discretion to select the participants. No individual may receive more than 2,000,000 shares under all Awards granted under the 2004 Plan in any calendar year, except that an individual may receive Awards covering up to 3,000,000 shares when granted during the first 12 months of their employment by us.

        In determining whether an Award should be made, and/or the vesting schedule for any such Award, the Committee may impose whatever conditions to vesting that it determines are appropriate. For example, the Committee may decide to grant an Award only if the participant satisfies performance goals established by the Committee. The Committee may set performance periods and performance goals that differ from participant to participant. The Committee may choose performance goals based on either company-wide or business unit results, as deemed appropriate in light of the participant's specific responsibilities. For purposes of qualifying Awards as performance-based compensation under Section 162(m) of the Code, the Committee may (but is not required to) specify performance goals for the entire company and/or one of our business units. Performance goals may be based on business criteria including: net income, earnings per share, return on equity, or other financial or performance-related measures.

        After the end of each performance period, a determination will be made pursuant to Section 162(m) as to the extent to which the performance goals applicable to each participant were achieved or exceeded. The portion (if any) of an Award that is actually released to a participant will be determined by the level of actual performance.

Discretionary Awards

        Stock Options.    A stock option is the right to purchase shares of our common stock at a fixed exercise price for a fixed period of time. Under the 2004 Plan, the Committee may grant nonstatutory and incentive stock options (provisions of the Code make the distinction significant and are discussed in the tax section below). Options granted under the 2004 Plan expire at the times established by the Committee, but not later than 10 years after the grant date. No more than 35,000,000 shares (including reissuances) may be issued pursuant to the exercise of incentive stock options.

        The exercise price of the shares subject to each incentive stock option cannot be less than 100% of the fair market value of our common stock on the date of grant (110% in the case of an incentive stock option granted to a 10% stockholder). The 100% of fair market value on the date of grant also applies to nonstatutory stock options, except the Committee may discount the exercise price by no more than 15% if the participant foregoes some portion of salary or bonus. The exercise price must be paid in full at the time of the exercise. The Committee may permit payment through the tender of shares that are already owned by the participant, or by any other means that the Committee determines to be consistent with the purpose of the 2004 Plan.

        Restricted Stock.    Awards of restricted stock are shares that vest in accordance with the terms and conditions established by the Committee. The Committee will determine the purchase price for an Award of restricted stock on the date of grant. The Committee will also determine the number of shares of restricted stock granted. The 2004 Plan provides that the earliest vesting date shall not be before the first anniversary of the date of grant.

        Restricted Stock Units.    Restricted Stock Units typically would obligate us to issue a specific number of our shares in the future if the vesting terms and conditions established by the Committee are satisfied,

10



but may provide that we can elect to settle the Award in cash. The 2004 Plan provides that the earliest vesting date shall not be before the first anniversary of the date of grant.

        Stock Appreciation Rights.    Stock Appreciation Rights typically would obligate us to issue shares of our common stock in the future if the vesting terms and conditions scheduled by the Committee are satisfied, and if there has been an appreciation in value of our share price from the date of grant. The Committee determines the terms and conditions of stock appreciation rights, but the 2004 Plan requires expiration no later than 7 years from the date of grant. Our obligation arising upon the exercise of a stock appreciation right may be paid in shares or in cash, or any combination thereof, as the Committee may determine.

Transferability of Awards

        Generally, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the participant, only by the participant. The Committee may permit, in the exercise of its discretion and subject to applicable law, the transfer of any Award.

Effect of Certain Events

        Death.    All Awards granted to a participant fully vest on that participant's death.

        Dissolution or Liquidation.    All Awards terminate, to the extent unexercised and unvested, upon our liquidation or dissolution. Unvested shares that are then outstanding will be reacquired by us pursuant to their terms. The Committee may also, in its discretion, provide for full or partial vesting acceleration of any Award.

        Merger or Asset Sale.    If we merge with or into another corporation or sell substantially all of our assets, then unless our successor assumes or substitutes the Awards (other than restricted stock) then outstanding, they shall fully vest and be exercisable as to all shares they then cover for a period of time determined by the Committee and thereafter expire. With respect to then-outstanding restricted stock our repurchase rights will not be assigned to our successor unless such restricted stock is assumed or substituted by our successor.

        Change of Control.    If more than 50% of our shares or voting securities are acquired by any one or more of certain persons, or there is a merger with the same effect, or we sell or dispose of substantially all of our assets, or at the end of any two-year period the majority of the directors on our board are not "Incumbent Directors" (defined in the 2004 Plan), then any of such events will have an effect on the vesting of then-outstanding Awards. On the occurrence of such an event, all Awards will vest an additional 25% of the total number of shares they covered on their respective dates of grant. In addition, for each employee of ours who is terminated by us or our successor or an employer related to us for any reason within one year after the occurrence of such an event, then all Awards held by such employee shall fully vest on the date of termination.

New Plan Benefits

        Future Awards to our executive officers and employees are discretionary. At this time, therefore, the benefits that may be received by our executive officers and other employees if our stockholders approve the 2004 Plan cannot be determined.

Federal Tax Aspects

        The following paragraphs are a summary of the general federal income tax consequences to U.S. taxpayers and Adaptec of Awards granted under the 2004 Plan. Tax consequences for any particular

11



individual may be different. The participant must pay any taxes we are required to withhold at the time of the exercise or settlement.

        Incentive Stock Options.    No taxable income is recognized on grant of an incentive stock option nor on its exercise (unless the participant is subject to the alternative minimum tax ("AMT")). If the participant holds the stock acquired upon exercise of an incentive stock option (the "ISO Shares") for more than one year after the date the option was exercised and for more than two years after the date the option was granted, the participant generally will realize capital gain or loss (rather than ordinary income or loss) upon disposition of the ISO Shares. This gain or loss will be equal to the difference between the amount realized upon such disposition and the amount paid for the ISO Shares.

        If the participant disposes of ISO Shares prior to the expiration of either required holding period described above (a "disqualifying disposition"), the gain realized upon such disposition, up to the difference between the fair market value of the ISO Shares on the date of exercise (or, if less, the amount realized on a sale of such shares) and the option exercise price, will be treated as ordinary income. Any additional gain will be long-term or short-term capital gain, depending upon the amount of time the ISO Shares were held by the participant.

        Alternative Minimum Tax.    The difference between the fair market value of the ISO Shares on the date of exercise and the exercise price is an adjustment to income for purposes of the AMT. The AMT (imposed to the extent it exceeds the taxpayer's regular tax) is 26% of an individual taxpayer's alternative minimum taxable income (28% in the case of alternative minimum taxable income in excess of $175,000). Alternative minimum taxable income is determined by adjusting regular taxable income for certain items, increasing that income by certain tax preference items (including the difference between the fair market value of the ISO Shares on the date of exercise and the exercise price) and reducing this amount by the applicable exemption amount ($58,000 in case of a joint return, and $40,250 in the case of an unmarried person, subject to reduction under certain circumstances). If a disqualifying disposition of the ISO Shares occurs in the same calendar year as exercise of the incentive stock option, there is no AMT adjustment with respect to those ISO Shares. Also, upon a sale of ISO Shares that is not a disqualifying disposition, alternative minimum taxable income is reduced in the year of sale by the excess of the fair market value of the ISO Shares at exercise over the amount paid for the ISO Shares.

        Nonstatutory Stock Options.    No taxable income is reportable when a nonstatutory stock option is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the excess of the fair market value (on the exercise date) of the shares purchased over the exercise price of the option. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

        Stock Appreciation Rights.    No taxable income is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the amount of cash received and the fair market value of any shares received. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

        Restricted Stock.    A participant will not have taxable income upon grant unless he or she elects under Section 83(b) of the Code to be taxed at that time. Instead, he or she will recognize ordinary income at the time of vesting equal to the fair market value (on the vesting date) of the shares received minus any amount paid for the shares.

        Restricted Stock Units.    A participant will not be taxable upon grant or upon vesting of a restricted stock unit. Instead, he or she will be taxed upon receipt of the shares or cash value of the shares at the time that the shares or cash is distributed to the participant. The participant may not make an election under Section 83(b) of the Code with respect to any restricted stock unit.

12



        Tax Effect on Adaptec.    We generally will be entitled to a tax deduction in connection with an Award under the 2004 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option). Special rules limit the deductibility of compensation paid to our Chief Executive Officer and to each of our four other most highly compensated executive officers. Under Section 162(m) of the Code, the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000. However, we can preserve the deductibility of certain compensation in excess of $1,000,000 if the conditions of Section 162(m) are met. These conditions include stockholder approval of the 2004 Plan, setting limits on the number of shares subject to Awards that any individual may receive in a calendar year, and for Awards other than certain stock options, establishing performance criteria that must be met before the Award actually will vest or be paid. The 2004 Plan has been designed to permit the Committee to grant Awards that qualify as performance-based for purposes of satisfying the conditions of Section 162(m), thereby permitting us to continue to receive a federal income tax deduction in connection with such Awards.

Required Vote and Board of Directors Recommendation

        The affirmative vote of a majority of the votes cast at the meeting, at which a quorum is present, either in person or by proxy, is required to approve the 2004 Plan. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a broker and you do not instruct the broker on how to vote on this proposal, your broker will not have the authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any effect on the outcome of the proposal.

        Our employees are our most valuable asset. Awards such as those provided under the 2004 Plan help us to attract, retain and motivate people whose skills and performance are critical to our success. We strongly believe that the 2004 Plan is essential for us to compete for talent in the very difficult labor markets in which we operate.

THE BOARD RECOMMENDS A VOTE FOR THE
APPROVAL OF THE 2004 EQUITY INCENTIVE PLAN.

13



PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        The Audit Committee of our board of directors has selected PricewaterhouseCoopers LLP as the independent registered public accounting firm to perform the audit of our financial statements for our fiscal year ending March 31, 2005, and our stockholders are being asked to ratify the Audit Committee's selection. We have engaged PricewaterhouseCoopers LLP as our independent registered public accounting firm since 1995. Representatives of PricewaterhouseCoopers LLP are expected to be present at the meeting, have the opportunity to make a statement at the meeting if they desire to do so, and will be available to respond to appropriate questions.

Fees

        The following represents fees estimated and billed by PricewaterhouseCoopers LLP and affiliated entities (collectively, "PricewaterhouseCoopers") for professional services provided in connection with the audit of our annual financial statements for fiscal years 2003 and 2004. In addition, in accordance with the SEC's new guidelines, we have itemized tax related and other fees paid to PricewaterhouseCoopers during fiscal years 2003 and 2004.

 
  For the year ended March 31,
Nature of Services

  2004
  2003
Audit   $ 637,000   $ 583,000
Audit-related        
Tax     884,500     464,000
Other Fees        
   
 
Total   $ 1,521,500   $ 1,047,000
   
 

        The Audit fees for the fiscal years ended March 31, 2004 and 2003, respectively, were for professional services rendered for the audits of our consolidated financial statements, consents, assistance with debt offerings, acquisitions, SEC comment letters and review of documents filed with the SEC.

        We did not incur any Audit Related fees from PricewaterhouseCoopers for the fiscal years ended March 31, 2004 and 2003, respectively.

        The Tax fees for the fiscal years ended March 31, 2004 and 2003, respectively, were for services related to tax compliance, including the preparation of tax returns and claims for refund, tax planning and tax advice, including assistance with tax audits and appeals, expatriate tax preparation and advice related to mergers and acquisitions.

        We did not incur any other fees from PricewaterhouseCoopers for the fiscal years ended March 31, 2004 and 2003, respectively.

Audit Committee Pre-Approval Policies and Procedures

        The Audit Committee of the board of directors has established a policy for approving any non-audit services to be performed by our independent registered public accounting firm, currently PricewaterhouseCoopers LLP. The Audit Committee requires advance review and approval of all proposed non-audit services that we wish to be performed by the independent registered public accounting firm. Occasionally, the Audit Committee chairperson pre-approves certain non-audit related fees and the entire Audit Committee ratifies the chairperson's pre-approval in a subsequent Audit Committee meeting, in accordance with SEC requirements. In fiscal 2004, the Audit Committee followed these guidelines in approving all services rendered by PricewaterhouseCoopers.

THE BOARD RECOMMENDS A VOTE FOR
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP.

14



PRINCIPAL STOCKHOLDERS

        The following table presents information about the beneficial ownership of our common stock as of May 31, 2004 by:

        The percentage of beneficial ownership for the table is based on approximately 109,845,610 shares of our common stock outstanding as of May 31, 2004. To our knowledge, except under community property laws or as otherwise noted, the persons and entities named in the table have sole voting and sole investment power over their shares of our common stock. Unless otherwise indicated, each beneficial owner listed below maintains a mailing address of c/o Adaptec, Inc., 691 South Milpitas Boulevard, Milpitas, California 95035.

        The number of shares beneficially owned by each stockholder is determined under the rules of the Securities and Exchange Commission and is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has the right to acquire within 60 days after May 31, 2004 through the exercise of any stock option. The "Percentage of Shares" column treats as outstanding all shares underlying such options held by the stockholder, but not shares underlying options held by other stockholders.

 
  Adaptec Shares Beneficially Owned
 
Name of Beneficial Owner

  Number of Shares
  Percentage of Shares
 
Directors and Executive Officers:          
  Carl J. Conti (1)   160,580   *  
  Victoria L. Cotten (2)   61,250   *  
  Lucie J. Fjeldstad (3)   64,250   *  
  Joseph S. Kennedy (4)   58,750   *  
  Ilene H. Lang (5)   146,750   *  
  Robert J. Loarie (6)   161,354   *  
  D. Scott Mercer (7)   3,750   *  
  Douglas E. Van Houweling (8)   56,250   *  
  Robert N. Stephens (9)   1,919,115   1.72 %
  Marshall L. Mohr (10)   59,441   *  
  Ahmet Houssein (11)   62,165   *  
  Ram Jayam (12)   343,353   *  
  Kenneth B. Arola (13)   145,948   *  
  Directors and executive officers as a group (14 persons) (14)   3,605,686   3.28 %
5% Stockholders:          
  AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle, AXA, AXA Financial, Inc. (15)   6,584,508   5.99 %
  FMR Corp. (16)   6,035,000   5.49 %
  Pioneer Global Asset Management S.p.A. (17)   7,054,179   6.42 %

*
Less than 1% ownership.

(1)
Includes options to purchase 143,750 shares of our common stock that are either immediately exercisable or exercisable within 60 days of May 31, 2004.

15


(2)
Represents options to purchase 61,250 shares of our common stock that are either immediately exercisable or exercisable within 60 days of May 31, 2004.

(3)
Includes options to purchase 61,250 shares of our common stock that are either immediately exercisable or exercisable within 60 days of May 31, 2004.

(4)
Represents options to purchase 58,750 shares of our common stock that are either immediately exercisable or exercisable within 60 days of May 31, 2004.

(5)
Includes options to purchase 143,750 shares of our common stock that are either immediately exercisable or exercisable within 60 days of May 31, 2004.

(6)
Includes options to purchase 113,750 shares of our common stock that are either immediately exercisable or exercisable within 60 days of May 31, 2004.

(7)
Represents options to purchase 3,750 shares of our common stock that are either immediately exercisable or exercisable within 60 days of May 31, 2004.

(8)
Represents options to purchase 56,250 shares of our common stock that are either immediately exercisable or exercisable within 60 days of May 31, 2004.

(9)
Includes options to purchase 1,853,900 shares of our common stock that are either immediately exercisable or exercisable within 60 days of May 31, 2004.

(10)
Includes options to purchase 56,500 shares of our common stock that are either immediately exercisable or exercisable within 60 days of May 31, 2004.

(11)
Includes options to purchase 57,625 shares of our common stock that are either immediately exercisable or exercisable within 60 days of May 31, 2004.

(12)
Includes options to purchase 101,348 shares of our common stock that are either immediately exercisable or exercisable within 60 days of May 31, 2004.

(13)
Includes options to purchase 144,311 shares of our common stock that are either immediately exercisable or exercisable within 60 days of May 31, 2004.

(14)
Includes options to purchase 3,204,541 shares of our common stock that are either immediately exercisable or exercisable within 60 days of May 31, 2004.

(15)
Includes 6,581,708 shares of our common stock held by Alliance Capital Management L.P. ("Alliance"), and 2,800 shares held by The Equitable Life Assurance Society of the United ("Society"). Alliance and Society are subsidiaries or entities of AXA Financial, Inc. AXA beneficially holds a majority interest in AXA Financial, Inc. AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, AXA Conseil Vie Assurance Mutuelle and AXA Courtage Assurance Mutuelle as a group control AXA. Alliance reported that it has sole voting power with respect to 5,032,294 shares, shared voting power with respect to 24,000 shares, and sole dispositive power with respect to 6,464,046 shares. Society reported that it has sole voting and shared dispositive power with respect to 2,800 shares. The addresses of AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle and AXA Conseil Vie Assurances Mutuelle are 370 rue Saint Honore 75001, Paris, France. The address of AXA Courtage Assurance Mutuelle is 26 rue Louis le Grand, 75002, Paris, France. The address of AXA is 25, avenue Matignon, 75008, Paris, France. The address of AXA Financial, Inc. is 1290 Avenue of the Americas, New York, New York 10104. All information regarding these entities is based solely upon the Schedule 13G filed by such entities with the Securities and Exchange Commission on February 10, 2004.

(16)
Fidelity Management & Research Company (the "Fund") is a wholly-owned subsidiary of FMR Corp., and Edward C. Johnson III is Chairman of FMR Corp. As a result, the Fund, FMR Corp. and Mr. Johnson have each reported that it is the beneficial owner of 6,035,000 shares of our common

16


(17)
Pioneer Global Asset Management S.p.A. ("Pioneer") reported that it has sole voting and sole dispositive power over 7,054,179 shares of our common stock. Pioneer's address is Galleria San Carlo 6, 20122 Milan, Italy. All information regarding these entities is based solely upon the Schedule 13D filed by such entity with the Securities and Exchange Commission on February 10, 2004.

17



EXECUTIVE COMPENSATION

Summary Compensation

        The following table presents information about the compensation for fiscal 2004 awarded to, earned by or paid to (i) our Chief Executive Officer and (ii) our four other most highly compensated executive officers serving in that capacity as of March 31, 2004. We provide benefits to our executive officers that are generally available to all of our employees. The amount of executive level benefits and perquisites, as determined in accordance with the rules of the Securities and Exchange Commission relating to executive compensation, did not exceed 10% of total salary for fiscal 2003 for any executive officer. We do not grant stock appreciation rights and have no long-term compensation benefits other than stock options.

Summary Compensation Table

 
  Annual Compensation
  Long-Term
Compensation
Awards(3)

   
Name and Principal Position

  Year
  Salary($)
  Bonus($)(1)
  Other Annual
Compensation
($)

  Securities
Underlying Options
(#)(4)

  All Other
Compensation
($)(2)(5)

Robert N. Stephens
President and
Chief Executive Officer
  2004
2003
2002
  650,000
650,000
616,751
  1,200

 

  625,000
800,000
1,225,151
  16,041
16,040
15,968

Marshall L. Mohr
Chief Financial Officer

 

2004
2003
2002

 

225,000


 

75,000


 




 

350,000


 

7,120


Ahmet Houssein
Vice President and
General Manager

 

2004
2003
2002

 

267,692
213,173

 

34,272
112,994

 




 

100,000
85,000

 

11,061
23,800

Ramkumar Jayam
Vice President and
General Manager

 

2004
2003
2002

 

240,000
240,000
134,769

 

1,200
29,577

 




 

55,000
75,000

 

9,336
465

Kenneth B. Arola
Vice President and
Corporate Controller

 

2004
2003
2002

 

207,692
200,000
215,385

 

11,200


 




 

24,000
60,000
86,036

 

10,454
10,388
10,296

(1)
For all named executives except Mr. Mohr, fiscal 2004 bonus represents or includes a non-performance related bonus paid to eligible employees, which included nearly all of our U.S. employees. All qualified exempt U.S. employees received the same bonus of $1,200.00. For Mr. Mohr, represents a hiring bonus paid upon commencement of his employment with Adaptec in fiscal 2004. For Mr. Houssein, includes $33,072 and $87,994 in relocation related bonuses for fiscal years 2004 and 2003, respectively. Also includes a $25,000 hiring bonus paid to Mr. Houssein in fiscal 2003. For Mr. Jayam, includes a cash award of $4,577 under our Patent Award program in fiscal 2003.

(2)
Represents or includes life and insurance premiums.

(3)
Adaptec did not grant any restricted stock awards in fiscal years 2004, 2003 or 2002.

(4)
For Mr. Stephens and Mr. Arola, fiscal 2002 includes stock options that were granted on December 27, 2001 in connection with our Grant Program. The Grant Program allowed our employees, including executive officers and employee directors, to cancel certain options in exchange for the right to receive new options no sooner than December 22, 2001.

(5)
For Mr. Houssein, includes taxable relocation expenses of $19,084 paid by the Company in fiscal 2003.

18


Option Grants in Fiscal 2004

        The following table sets forth grants of stock options made during fiscal 2004 to the executive officers named in the Summary Compensation Table.

Option Grants in Fiscal 2004

 
  Individual Grants
   
   
 
  Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Option Term

 
   
  Percent of
Total
Options
Granted to
Employees in
Fiscal 2003

   
   
 
  Number of
Securities
Underlying
Options
Granted

   
   
Name

  Exercise
Price
Per Share

  Expiration
Date

  5%
  10%
Robert N. Stephens,
President and Chief Executive Officer
  300,000
325,000
(1)
(2)
6.62
7.17
%
$
6.30
9.31
  8/4/2010
2/21/2011
  $
769,420
1,231,784
  $
1,793,075
2,870,580

Marshall L. Mohr,
Vice President and Chief Financial Officer

 

260,000
90,000

(3)
(2)

5.74
1.99

 

 

7.60
9.31

 

7/7/2010
2/21/2011

 

 

804,430
341,109

 

 

1,874,665
794,930

Ahmet Houssein,
Vice President and General Manager

 

50,000
50,000

(1)
(2)

1.10
1.10

 

 

6.30
9.31

 

8/4/2010
2/21/2011

 

 

128,237
189,505

 

 

298,846
441,628

Ram Jayam,
Vice President and General Manager

 

25,000
30,000

(1)
(2)

0.55
0.66

 

 

6.30
9.31

 

8/4/2010
2/21/2011

 

 

64,118
113,703

 

 

149,423
264,977

Kenneth B. Arola,
Vice President, Corporate Controller

 

20,000
4,000

(1)
(2)

0.44
0.09

 

 

6.30
9.31

 

8/4/2010
2/21/2011

 

 

51,295
15,160

 

 

119,538
35,330

(1)
The options become exercisable at the rate of 20.0% of the shares subject to the options immediately upon grant, with the balance becoming exercisable in equal installments at the end of each of the 16 quarters after the grant date, such that the options become fully vested after four years.

(2)
The options become exercisable at the rate of 5.0% of the shares subject to the options at the end of each of the 20 quarters after the grant date, such that the options become fully vested after five years.

(3)
The option was granted in connection with Mr. Mohr's commencement of employment with Adaptec, and becomes exercisable at the rate of 20.0% of the shares subject to the option on the first anniversary of the grant date, with the balance becoming exercisable in equal quarterly installments at the end of each of the 16 quarters after the first anniversary of the grant date, such that the option becomes fully vested after five years.

        Potential realizable values are calculated by:

        The 5% and 10% assumed annual rates of stock price appreciation are required by the rules of the Securities and Exchange Commission and do not reflect our estimate or projections of future stock price growth.

        The percentage of total options granted to employees in the last fiscal year is based on options to purchase an aggregate of 4,530,400 shares of common stock granted to employees during fiscal 2004. The options shown in the table were granted under our 1999 Stock Plan. These options were granted at fair market value, are not transferable by the optionee (other than by will or the laws of descent and distribution) and will expire seven years from the date of grant. To the extent exercisable at the time of

19



employment termination, options may be exercised for an additional three months unless termination is the result of total and permanent disability, in which case the options may be exercised within six months following termination, or unless termination is the result of death, in which case all unvested options become vested and all of the individual's outstanding options may be exercisable by the individual's estate or other successor for a period of twelve months measured from the date of death. Options are subject to earlier termination upon termination of the option holder's employment.

Option Exercises

        The following table presents the number of shares acquired and the value realized upon exercise of stock options during fiscal 2004 by the executive officers named in the Summary Compensation Table. The table includes the number of shares covered by both exercisable and unexercisable stock options as of March 31, 2004. Also reported are values of "in-the-money" options that represent the positive difference between the exercise price of the outstanding stock option and the fair market value of the shares subject to the option at fiscal year end. The fair market value is based on $8.72 per share, which was the closing price of our common stock as reported on the Nasdaq National Market on March 31, 2004, the last day of trading for fiscal 2004. These values have not been, and may never be, realized.

Aggregate Option Exercises in Fiscal 2004 and Fiscal Year-End Values

 
   
   
  Number of Securities
Underlying Unexercised
Options at Year-End

  Value of Unexercised
In-the-Money Options
at Year-End

Name

  Shares
Acquired on
Exercise

  Value
Realized

  Exercisable
  Unexercisable
  Exercisable
  Unexercisable
Robert N. Stephens,
President and Chief Executive Officer
        1,757,650   1,045,001   $ 868,346   $ 1,597,254
Marshall L. Mohr,
Vice President and
Chief Financial Officer
          350,000   $   $ 312,000
Ahmet Houssein,
Vice President and General Manager
        46,000   139,000   $ 117,919   $ 221,531
Ram Jayam,
Vice President and General Manager
  6,250   $ 23,494   92,972   95,001   $ 72,358   $ 177,786
Kenneth B. Arola,
Vice President, Corporate Controller
        138,611   56,000   $ 79,335   $ 142,225

Change in Control and Other Separation Arrangements

        Under our 1990 Stock Plan, 1999 Stock Plan and 2000 Nonstatutory Stock Option Plan, in the event of a Change in Control, any Options or Rights (as such terms are defined in these plans) outstanding upon the date of such Change in Control shall have their vesting accelerated as to an additional 25% of the shares subject to such Options or Rights as of the date of such Change in Control. In the event an optionee is Involuntarily Terminated Without Cause (as defined in these plans) within 12 months following a Change in Control, any Options or Rights outstanding upon such Change in Control that are not yet exercisable and vested on such date shall become 100% exercisable and vested.

Equity Compensation Plans Not Approved by Security Holders

        In November 2000, our board of directors adopted the 2000 Nonstatutory Stock Option Plan, referred to as the 2000 Plan, and reserved for issuance thereunder 8,000,000 shares of common stock. The 2000 Plan was not approved by our stockholders. The 2000 Plan provides for granting of stock options to our non-executive officer employees at prices equal to at least 100% of the fair market value of our common stock at the date of grant. Stock options granted under the 2000 Plan have terms not to exceed ten years and generally become fully vested and exercisable over a two to five-year period. As of March 31, 2004,

20



5,034,848 shares were reserved for issuance upon exercise of outstanding options and 2,811,360 shares were available for future issuance under the 2000 Plan. If the 2004 Equity Incentive Plan is approved by our stockholders, the 2000 Plan will be immediately terminated and we will not grant any future options from this plan.

Equity Compensation Plan Information

        The following table sets forth information, except as noted in the footnotes, as of March 31, 2004, about equity awards under our 2000 Nonstatutory Stock Option Plan, 1999 Stock Option Plan, 1990 Stock Option Plan, DPT Stock Option Plan, Platys Stock Option Plan, Eurologic Systems Group Ltd. Share Incentive Plan, 2000 Director Stock Option Plan, the 1990 Directors' Stock Option Plan and the 1986 Employee Stock Purchase Plan:

Equity Compensation Plan Information Table

 
  (a)
  (b)
  (c)
 
 
  Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights

  Weighted
average exercise
price of
outstanding
options,
warrants and
rights

  Number of securities
available for future
issuance under equity
compensation plans
(excluding securities
reflected in column
(a))

 
Equity Compensation plans approved by
security holders
  14,475,756   $ 10.7602   9,369,690 (1)
Equity Compensation plans not approved by security holders (2)   6,179,954   $ 12.4102   2,811,360  
Total   20,655,710   $ 11.2539   12,181,050  

(1)
Of these shares, 6,803,276 shares remain available for purchase under our 1986 Employee Stock Purchase Plan.

(2)
Includes options to purchase 1,130,525 shares of our common stock issued under the DPT stock option plan that we assumed in connection with the acquisition of DPT in December 1999, after giving effect to the exchange ratio for such acquisition. Of these, options to purchase 74,385 shares of our common stock were outstanding at March 31, 2004, having a weighted average exercise price of $5.2848 per share. No further awards will be made under the assumed DPT stock option plan. Also includes options to purchase 2,336,037 shares of our common stock issued under the Platys stock option plan that we assumed in connection with the acquisition of Platys Communications in August 2001, after giving effect to the exchange ratio for such acquisition. Of these, options to purchase 739,219 shares of our common stock were outstanding at March 31, 2004, having a weighted average exercise price of $3.019 per share. No further awards will be made under the assumed Platys stock option plan. Also includes options to purchase 498,789 shares of our common stock issued under the Eurologic share incentive plan that we assumed in April 2003 in connection with the acquisition of Eurologic Systems Group Ltd., after giving effect to the exchange ratio for such acquisition. Of these, options to purchase 331,502 shares of our common stock were outstanding at March 31, 2004, having a weighted average exercise price of $6.6571 per share. No further awards will be made under the assumed Eurologic stock option plan.

21



COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        The Compensation Committee currently consists of Lucie J. Fjeldstad and Victoria Cotten, neither of whom has any interlocking relationships, as defined by the Securities and Exchange Commission. Ms. Cotten is not standing for re-election as a Director and her vacancy on the Compensation Committee is expected to be filled shortly after our annual meeting.


REPORT ON EXECUTIVE COMPENSATION

        The following is the report on executive compensation. The material in this report is not "soliciting material," is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference in any of our filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this proxy statement and irrespective of any general incorporation language in any filings.

Overview and Philosophy

        The Compensation Committee of the board of directors regularly reviews and approves all executive officer pay plans. These include the following compensation elements: base salaries, annual incentives, stock options and various benefit plans. The Compensation Committee is composed of two independent directors, each of whom is a "non-employee director" within the meaning of Rule 16b-3 of the Securities Exchange Act and an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code.

        It is the Compensation Committee's objective that our executive compensation programs be designed to:

        The Compensation Committee considers all elements of compensation and our compensation philosophy when determining individual components of pay. The Committee does not follow any principles in a mechanical or rigid fashion; rather, the members use their experience and judgment in determining the appropriate compensation for each executive. In addition to the experience and knowledge of the Committee and Adaptec's Human Resources staff, the Compensation Committee retains an independent compensation consultant to provide objective and expert advice in the review of our executive compensation plans. Published industry pay survey data is also reviewed and relied upon in the Compensation Committee's assessment of appropriate total compensation levels, including compensation reports for high technology industries and data from a comparable group of companies supplied or reviewed by the committee's compensation consultant. However, these companies are not necessarily the same companies that are referenced in the stock price performance graph set forth below under "Company Stock Price Performance."

        The Compensation Committee recognizes that the industry sector and geographical areas in which we operate are both intensely competitive and are continuing to undergo rapid globalization with the result that there is heightened demand for qualified, experienced executive personnel. The Compensation Committee considers it crucial that we retain and reward top-caliber executives who are essential to the attainment of our ambitious, long-term, strategic goals.

        For these reasons, the Compensation Committee believes our executive compensation arrangements must remain competitive with those offered by other companies of similar size, scope, performance levels and complexity of operations.

22



Annual Cash Compensation (Base Salary, Plus Performance Incentives)

        The Compensation Committee believes that annual cash compensation should be paid commensurate with attained performance to plan. For these reasons, our executive cash compensation consists of base compensation (salary) and variable incentive compensation (annual incentive).

        Base salaries for executive officers are established considering a number of factors, including the executive's experience level, individual performance, future potential and measurable contribution to our success as well as pay levels of similar positions with other comparable high technology companies. Base salary decisions are made as part of our formal annual review process. Generally, base salaries are maintained at approximately the level of the median salaries of similar, high-technology companies. The Compensation Committee exercises its judgment based on all the factors described above in making its decision. No specific formula is used in the weighting of each criterion.

        Under our Adaptec Incentive Plan (AIP), an executive's incentive performance award generally depends on three performance factors: our overall financial performance; the performance of the business unit or corporate unit/functions for which the executive is accountable; and the executive's individual performance. Our performance objectives and those of the business unit or corporate function derive from the board-approved annual business plan that includes specific financial performance targets relating to revenue and profits for the fiscal year. The AIP provides no payment until threshold revenue and earnings targets are met. Long-term strategic goals may also be incorporated for certain executives. Individual executive performance is measured against an annual incentive target that represents a percentage of base salary that the executive can earn as incentive compensation if company thresholds are met, and if the executive's performance warrants. The incentive target is set so that executives have a large percentage of their potential total cash compensation at risk. If business plans are exceeded, executives can earn additional amounts above the established target levels. The Compensation Committee annually reviews and approves specific targets, maximums, and performance criteria for each executive officer.

Long-term Incentive: Stock Options

        The Compensation Committee approves executive stock options under the 1999 Stock Plan to stimulate a long-term orientation in decisions and to provide direct linkage with stockholder interests. The Compensation Committee considers the total compensation package, options previously granted, dilution effects, industry practices and trends, the executive's accountability level, and future potential stock values when granting stock options. The Compensation Committee believes that the stock option program serves as an effective, cost-efficient and competitive long-term incentive and retention tool for our executives, as well as other employees. The stock option program takes into account the vested and unvested awards previously granted to and held by each of the executives. The exercise prices of stock options granted to executive officers are equal to the fair market value of the stock on the date of grant. The Compensation Committee believes that our stock option plan has been administered in a manner comparable to our peer group and other comparable companies in the high technology sector.

Chief Executive Officer Performance and Compensation

        In setting Mr. Stephens' base salary for the fiscal year ended March 31, 2004, the Compensation Committee considered our overall business performance for the fiscal year ended March 31, 2003, as well as our market capitalization improvement. Mr. Stephens received a cash bonus of $1,200 during the fiscal year ended March 31, 2004. This amount represents a non-performance related bonus paid to eligible employees, which included nearly all of our U.S. employees, in fiscal year 2004. All qualified exempt U.S. employees received the same bonus of $1,200.

        The Compensation Committee determines the number of shares of common stock underlying stock options granted to Mr. Stephens after analyzing stock option grants made to chief executive officers of comparable companies, retention effectiveness and the number of shares subject to vested and unvested stock options previously granted to and held by Mr. Stephens. In fiscal 2004, the Compensation Committee

23



determined that it was appropriate to give Mr. Stephens options to purchase 625,000 shares of our common stock.

Compliance with Section 162(m) of the Internal Revenue Code

        Certain types of compensation are deductible for us under Section 162(m) of the Internal Revenue Code of 1986 only if performance criteria are specified in detail, and payments are contingent on stockholder approval of the compensation arrangement. The 1999 Stock Option Plan complies with the requirements of Section 162(m). In addition, because we did not pay cash compensation in excess of $1,000,000 to any of our executive officers during fiscal 2004, such cash compensation will be tax-deductible under Section 162(m). However, since corporate objectives may not always be consistent with the requirements for full deductibility, it is conceivable that we may enter into compensation arrangements in the future under which payments are not deductible under Section 162(m).

COMPENSATION COMMITTEE
Lucie J. Fjeldstad, Chair
Victoria Cotten


REPORT OF THE AUDIT COMMITTEE

        The following is the Report of the Audit Committee with respect to our audited financial statements for our fiscal year ended March 31, 2004. The material in this report is not "soliciting material," is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference in any of our filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this proxy statement and irrespective of any general incorporation language in any filings.

        The Audit Committee's purpose is, among other things, to assist the board of directors in its oversight of our financial accounting, reporting and controls. The board of directors has determined that all three members of the committee are "independent" as defined by the listing standards of The Nasdaq Stock Market. The committee operates under a charter, which was formally adopted by the board of directors in June 2000 and most recently updated in June 2002. This charter is available on our website at www.adaptec.com and is also available in Appendix B to this proxy statement.

        The Audit Committee has reviewed and discussed our consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees. Furthermore, the Committee received the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees. The Committee also discussed with the independent registered public accounting firm that firm's independence and whether the provision of non-audit services by the independent registered public accounting firm is compatible with maintaining independence. Based on the review and discussions described in this report, and subject to the limitations on the role and responsibilities of the committee referred to in its charter, the Audit Committee recommended to the board of directors (and the board approved) that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended March 31, 2004.

AUDIT COMMITTEE
Ilene H. Lang, Chair
Robert J. Loarie
D. Scott Mercer

24



COMPANY STOCK PRICE PERFORMANCE

        The stock price performance graph below is required by the Securities and Exchange Commission. It shall not be deemed to be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or under the Securities Exchange Act, except to the extent that we specifically incorporate this information by reference. Also, it shall not otherwise be deemed soliciting material or filed under these Acts.

        The graph below compares the cumulative total stockholder return of our common stock with the cumulative total return on the Nasdaq Stock Market (U.S.) Index and the Nasdaq Computer and Data Processing Index. The graph assumes that $100 was invested in our common stock, the Nasdaq Stock Market (U.S.) Index and the Nasdaq Computer and Data Processing Index on March 31, 1999 and calculates the annual return through March 31, 2004. The stock price performance shown in the graph below is based on historical data and does not necessarily indicate future stock price performance.


COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG ADAPTEC, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ COMPUTER & DATA PROCESSING INDEX

         GRAPHIC

25



RELATED PARTY TRANSACTIONS

        Any related party transactions, excluding compensation (whether cash, equity or otherwise) which is delegated to the Compensation Committee, involving a director or executive officer of the Company must be reviewed and approved by the Audit Committee or another independent body of the board of directors.

        Other than the compensation arrangements set forth under the caption "Executive Compensation," since April 1, 2003, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeded or will exceed $60,000 and in which any director, executive officer, holder of more than 5% of our common stock or any member of his or her immediate family had or will have a direct or indirect material interest.


STOCKHOLDER NOMINATIONS AND PROPOSALS

        Our bylaws provide that only persons nominated by or at the direction of the board of directors or by a stockholder who has given timely written notice to the Secretary or Assistant Secretary of Adaptec prior to the meeting will be eligible for election as directors. In all cases, to be timely, notice must be received by us not less than forty-five (45) days prior to the date on which we first mailed proxy materials for the prior year's annual meeting; provided, however, that if our Annual Stockholders Meeting occurs on a date more than thirty (30) days earlier or later than the anniversary of our prior year's annual meeting, then our board of directors shall determine a date a reasonable period prior to our Annual Stockholders Meeting by which date the stockholders notice must be delivered and publicize such date in a filing pursuant to the Securities Exchange Act of 1934 or via press release. Such publication shall occur at least ten (10) days prior to the date set by the board of directors. In the notice, the stockholder must provide information specified in our bylaws as to each person whom the stockholder proposes to nominate for election as a director.

        Our bylaws also provide that all business that can be conducted at the meeting must be properly brought before the meeting. To be properly brought before an annual meeting, business must be: (a) as specified in the notice of meeting, or any supplement thereto, given by or at the direction of the board of directors, (b) otherwise properly brought before the meeting by or at the direction of the board of directors or (c) otherwise properly brought before the meeting by a stockholder. Business to be brought before the meeting by a stockholder shall not be considered properly brought if the stockholder has not given timely notice thereof in writing to the Secretary or Assistant Secretary of Adaptec. To be timely, a stockholder's notice must be delivered to our principal executive offices not less than forty-five (45) days prior to the date on which we first mailed proxy materials for the prior year's annual meeting; provided, however, that if our Annual Stockholders Meeting occurs on a date more than thirty (30) days earlier or later than our prior year's annual meeting, then our board of directors shall determine a date a reasonable period prior to our Annual Stockholders Meeting by which date the stockholders notice must be delivered and publicize such date in a filing pursuant to the Securities Exchange Act of 1934 or via press release. Such publication shall occur at least ten (10) days prior to the date set by the board of directors. A stockholder's notice to the Secretary or Assistant Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting information specified in our bylaws.


DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
FOR 2005 ANNUAL STOCKHOLDER MEETING

        Stockholders are entitled to present proposals for consideration at forthcoming stockholder meetings provided that they comply with the proxy rules promulgated by the Securities and Exchange Commission and our bylaws. Stockholders wishing to present a proposal at our 2005 Annual Stockholders Meeting must submit such proposal to us by March 19, 2005 if they wish for it to be eligible for inclusion in the proxy statement and form of proxy relating to that meeting. In addition, under our bylaws, a stockholder wishing to nominate a person to our board of directors at the 2005 Annual Stockholders Meeting (but not include

26



such nomination in the proxy statement) must submit the required information to us no later than June 1, 2005. A stockholder wishing to make a proposal with respect to any other matter (but not include such proposal in the proxy statement) at the 2005 Annual Stockholders Meeting must submit the required information to us by June 1, 2005.


COMPLIANCE UNDER SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

        Section 16 of the Securities Exchange Act requires our directors and officers, and persons who own more than 10% of a registered class of our equity securities, to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. The Securities and Exchange Commission regulations also require these persons to furnish us with a copy of all Section 16(a) forms they file. Based solely on our review of the copies of the forms furnished to us and written representations from our executive officers and directors, we believe that all Section 16(a) filing requirements were met during fiscal 2005, with the exception of one filing for Ram Jayam. Mr. Jayam was granted a stock option on February 21, 2004. An attempt to file Mr. Jayam's Form 4 was made prior to the Securities and Exchange Commission filing deadline on February 24, 2004; however a technical problem prevented Mr. Jayam's form from being filed that day. Mr. Jayam's Form 4 was filed the following morning, on February 25, 2004.


OTHER BUSINESS

        We know of no other matters to be submitted to the 2004 Annual Stockholders Meeting. If any other matters properly come before the 2004 Annual Stockholders Meeting, it is the intention of the persons named in the enclosed proxy to vote the shares they represent as the board of directors may recommend.

        Whether or not you plan to attend the meeting in person, please either cast your vote online, via telephone, or complete, date, sign and promptly return the enclosed proxy card in the enclosed postage-paid envelope before the meeting so that your shares will be represented at the meeting.

27



Appendix A

ADAPTEC, INC.

2004 EQUITY INCENTIVE PLAN

        1.     Purposes of the Plan.    The purposes of this Adaptec, Inc. 2004 Equity Incentive Plan (the "Plan") are to attract and retain the best available personnel, to compete effectively for the best personnel, and to promote the success of the Company's business by motivating Employees, Directors and consultants to superior performance. Awards granted under the Plan may be Nonstatutory Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Stock Awards or Restricted Stock Units, as determined by the Administrator at the time of grant.

        2.     Definitions.    As used herein, the following definitions shall apply:

A-1


A-2


        3.     Stock Subject to the Plan.

A-3


        4.     Administration of the Plan.

A-4


        5.     Eligibility.    Nonstatutory Stock Options, Restricted Stock, Stock Awards, Restricted Stock Units and Stock Appreciation Rights may be granted to Service Providers. Incentive Stock Options may only be granted to Employees. Non-Employee Directors shall not be eligible for the benefits of the Plan.

        6.     Limitations on Awards.

A-5


        7.     Term of Plan.    The Plan shall become effective upon its adoption by the Board (the "Effective Date"), subject to stockholder approval. It shall continue in effect for a term of ten (10) years unless terminated earlier under Section 15 of the Plan.

        8.     Options.

A-6


A-7


        9.     Stock Appreciation Rights.

A-8


        10.   Restricted Stock or Stock Awards.

        11.   Restricted Stock Units.

        12.   Non-Transferability of Awards.    Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the recipient, only by the recipient. If the Administrator makes an Award transferable, the Award Documentation for such Award shall contain such additional terms and conditions as the Administrator deems appropriate.

A-9


        13.   Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale.

A-10


A-11


        14.   Date of Grant.    The date of grant of an Award shall be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination shall be provided to each recipient within a reasonable time after the date of such grant.

        15.   Amendment and Termination of the Plan.

        16.   Conditions Upon Issuance of Shares.    Shares shall not be issued pursuant to the exercise of an Award unless the exercise of the Award or the issuance and delivery of such Shares (or with respect to Restricted Stock Units or SARs, the cash equivalent thereof) shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and/or (b) completion of any registration or other qualification of such Shares under Applicable Laws. The Company will be under no obligation to register the Shares with the United States Securities and Exchange Commission or to effect compliance with the registration, qualification or listing requirements of any state securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so.

        17.   Inability to Obtain Authority.    The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder (or with respect to Restricted Stock Units or SARs, the cash equivalent thereof), shall relieve the Company of any liability in respect of the failure to issue or sell such Shares (or with respect to Restricted Stock Units or SARs, the cash equivalent thereof) as to which such requisite authority shall not have been obtained.

        18.   Stockholder Approval.    This Plan shall be subject to approval by the stockholders of the Company within twelve (12) months after the date of adoption by the Board. Such stockholder approval shall be obtained in the manner and to the degree required under Applicable Laws.

A-12



Appendix B

Charter for the Audit Committee
March 22, 2004

PURPOSE:

        The purpose of the Audit Committee of the board of directors of Adaptec, Inc. (the "Company") shall be:

        The Audit Committee will fulfill these functions primarily by carrying out those specific duties and responsibilities listed below, and such other duties as the board of directors may from time to time prescribe. In so doing, the Audit Committee will maintain free and open communication between the independent auditors, the Company's management and the board of directors. In order to fulfill these responsibilities, the Audit Committee shall have unrestricted access to Company personnel and documents, shall have authority to direct and supervise an investigation into any matters within the scope of its duties, and shall have authority to retain such outside counsel, experts and other advisors as it determines to be necessary to carry out its responsibilities. The Company shall provide appropriate funding to the Audit Committee, as determined by the Audit Committee in its capacity as a committee of the board of directors, for payment of compensation to (i) the Company's independent auditors for the purpose of rendering or issuing an audit report and (ii) to any outside advisors employed by the Audit Committee pursuant to this charter.

        The Audit Committee relies on the expertise and knowledge of management and the independent auditor in carrying out its oversight responsibilities. Management of the Company is responsible for complete and accurate preparation of the Company's financial statements in accordance with generally accepted accounting principles. The independent auditor is responsible for auditing the Company's financial statements. It is not the duty of the Audit Committee to plan or conduct audits, to determine that the financial statements are complete and accurate and are in accordance with generally accepted accounting principles or to assure compliance with laws and regulations or the Company's policies and procedures.

COMPOSITION OF AUDIT COMMITTEE:

        The Audit Committee members will be appointed by, and will serve at the discretion of, the board of directors.

B-1


RESPONSIBILITIES:

        The following shall be the principal recurring duties of the Audit Committee in carrying out its oversight responsibilities. These duties are set forth as a guide with the understanding that the Audit Committee may supplement them as appropriate and may establish policies and procedures from time to time that it deems necessary or advisable in fulfilling its responsibilities under this charter, the Company's By-laws and governing law. The Audit Committee's responsibilities shall include:

B-2


B-3


PROXY STATEMENT DISCLOSURES:

        The Audit Committee will be responsible for annually providing an Audit Committee Report in the Company's proxy statement and providing a copy of this charter as an appendix to the Company's proxy statement at least once every three years, in accordance with the requirements of Item 306 of SEC Regulation S-K and Item 7(d)(3)(i) of Schedule 14A of the SEC's proxy rules.

MEETINGS, MINUTES, AND REPORTS TO BOARD OF DIRECTORS:

        The Audit Committee will meet at least three times per year in addition to the quarterly telephonic review of the financial statements prior to public releases. Meetings may be held telephonically or in person. The Audit Committee may establish its own schedule, which it will provide to the board of directors in advance.

        The Audit Committee will meet separately with the independent auditors as well as members of the Company's management, as it deems appropriate in order to review the financial controls of the Company.

        The Audit Committee will maintain written minutes of its meetings.

        Apart from the report prepared pursuant to Item 306 of Regulation S-K and Item 7(d)(3)(i) of Schedule 14A, the Audit Committee will summarize its examinations and recommendations to the board from time to time as may be appropriate, consistent with the Audit Committee's charter.

B-4


THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ADAPTEC, INC.

Adaptec, Inc.
Proxy for 2004 Annual Stockholders Meeting
August 26, 2004

        The undersigned stockholder(s) of Adaptec, Inc., a Delaware corporation (the "Company"), hereby acknowledges receipt of the Notice of Annual Stockholders Meeting and Proxy Statement, each dated July 16, 2004, and hereby appoints Robert N. Stephens and Dennis R. DeBroeck, and each of them, Proxies and Attorneys-in-Fact, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at our 2004 Annual Stockholders Meeting to be held on August 26, 2004 at 10:00 a.m., local time, at our principal executive offices located at 691 South Milpitas Boulevard, Milpitas, California, 95035 and at any adjournment or postponement thereof, and to vote all shares of the Company's common stock which the undersigned would be entitled to vote if personally present on any of the following matters and with discretionary authority as to any and all other matters that may properly come before the meeting.

        THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR EACH OF THE BOARD OF DIRECTOR NOMINEES AND FOR THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP, AND FOR SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AS THE PROXY HOLDERS DEEM ADVISABLE.

    
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YOUR VOTE IS IMPORTANT!
Please mark, sign and date your proxy card and return it promptly in the enclosed envelope.

The board of directors unanimously recommends that you vote FOR the board of director nominees and FOR the ratification of PricewaterhouseCoopers LLP.   Please mark          /x/
your votes as
indicated in
this example
 
  FOR all nominees listed below
(except as indicated).

  WITHHOLD authority to vote
for all nominees listed below.

1.    Election of directors to serve one-year terms.   /    /   /    /

If you wish to withhold authority for any individual nominee, strike a line through that nominee's name in the list below:

01    Carl J. Conti
04    Ilene H. Lang
07    Robert N. Stephens
  02    Lucie J. Fjeldstad
05    Robert J. Loarie
08    Douglas E. Van Houweling
  03    Joseph S. Kennedy
06    D. Scott Mercer
2.    To approve the 2004 Equity Incentive Plan.   FOR
/    /
  AGAINST
/    /
  ABSTAIN
/    /

3.    To ratify and approve the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2005.

 

FOR
/    /

 

AGAINST
/    /

 

ABSTAIN
/    /

4.    To transact such other business as may properly come before the meeting or any postponements or adjournments thereof.

(This proxy should be marked, dated and signed by each stockholder exactly as such stockholder's name appears hereon, and returned promptly in the enclosed envelope. Persons signing in a fiduciary capacity should so indicate. A corporation is requested to sign its name by its President or other authorized officer, with the office held designated. If shares are held by joint tenants or as community property, both holders should sign.)

TO ENSURE YOUR REPRESENTATION AT THE ANNUAL STOCKHOLDERS MEETING, PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT AS PROMPTLY AS POSSIBLE.

Signature(s)       
  Dated       
  , 2004
    
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QuickLinks

NOTICE OF ANNUAL STOCKHOLDERS MEETING
PROXY STATEMENT July 16, 2004
PROPOSAL NO. 1—ELECTION OF DIRECTORS
PROPOSAL NO. 2—APPROVAL OF THE 2004 EQUITY INCENTIVE PLAN
PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PRINCIPAL STOCKHOLDERS
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
REPORT ON EXECUTIVE COMPENSATION
REPORT OF THE AUDIT COMMITTEE
COMPANY STOCK PRICE PERFORMANCE
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* AMONG ADAPTEC, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX AND THE NASDAQ COMPUTER & DATA PROCESSING INDEX
RELATED PARTY TRANSACTIONS
STOCKHOLDER NOMINATIONS AND PROPOSALS
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2005 ANNUAL STOCKHOLDER MEETING
COMPLIANCE UNDER SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
OTHER BUSINESS
Appendix A
ADAPTEC, INC. 2004 EQUITY INCENTIVE PLAN
Appendix B Charter for the Audit Committee March 22, 2004