Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Termination of Named Executive Officer

On March 31, 2009, Adaptec, Inc. (the "Company") informed Anil Gupta, the Company's Vice President and General Manager of the Storage Technology Products, that his position will be eliminated, effective April 10, 2009. In connection with the elimination of his position, the Company has proposed to Mr. Gupta, by letter dated as of March 31, 2009 (the "Gupta Separation Agreement"), to provide him with the following severance arrangements, in consideration of signing a general release in favor of the Company: (1) a lump-sum severance payment equal to nine months and six weeks of his base salary, (2) reimbursement of COBRA benefit payments for nine months or until January 31, 2010 and (3) outplacement services. The terms of the Gupta Separation Agreement are consistent with Mr. Gupta's Executive Employment Agreement with the Company, dated as of September 3, 2008, which was filed as an exhibit on the Company's Form 8-K on October 30, 2008. The Gupta Separation Agreement was signed by Mr. Gupta on April 2, 2009.

In addition, upon execution of the signed Gupta Separation Agreement, in connection with his termination, the Company will pay Mr. Gupta the remainder of his management liquidation pool pursuant to an Agreement and Plan of Merger dated as of August 27, 2008 by and among Adaptec Inc., Aristos Logic Corporation, Ariel Acquisition Corp., a wholly owned subsidiary of Adaptec, and TPG Ventures, L.P., solely in its capacity as the representative of stockholders of Aristos, in the amount of $335,927. The Management Incentive Pool is in addition to, and not in lieu of, any severance benefits Mr. Gupta is entitled to receive under his employment agreement.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are filed with this report:

Exhibit Number Description of Exhibit
10.1 Separation Agreement of Mr. Anil Gupta, effective as of March 31, 2009

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