ADAPTEC INC
INCENTIVE BONUS AGREEMENT
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<TYPE>EX-10
<SEQUENCE>13
<FILENAME>exh10-6.htm
<DESCRIPTION>INCENTIVE BONUS AGREEMENT
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<TITLE>September 30 2007 Form 10-Q Exhibit 10.6</TITLE>
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<P ALIGN="RIGHT">Exhibit 10.6<BR>
***** CONFIDENTIAL TREATMENT REQUESTED</P>
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<FONT SIZE=2><P>August 31, 2007</P>

<P>Sundi Sundaresh <BR>
[Address]</P>

<P>&nbsp;</P>
<P>Dear Sundi,</P>

<P>We are offering you the following incentive to recognize your successful completion of three specific performance goals set forth in
Appendix A that will lay the foundation for operating results in FY'09.  You will receive a bonus on November 23, 2007 (subject to
applicable withholdings) of up to two months of your current base pay rate upon completion of the first goal if fully achieved by
September 30, 2007 and you are employed on the date of payment.  You will receive a bonus on April 14, 2008 (subject to applicable
withholdings) of up to four months of your current base pay rate upon completion of two goals set forth in Appendix A if fully achieved
by March 31, 2008 and you are employed on the date of payment.</P>

<P>This performance incentive is in addition to, and not in lieu of, any Adaptec Incentive Plan (AIP) payment you are eligible to receive
based on the Plan document, and any severance benefits you would be entitled to receive pursuant to the terms of your Employment
Agreement.</P>

<P>If you voluntarily leave Adaptec's employment or are involuntarily terminated for cause prior to the completion of the performance
goals you will not be entitled to receive that payment.  If you are terminated other than for cause, you will be entitled to receive the
incentive bonus payments when they would otherwise have been paid without regard to achievement of the performance goals or your
continued employment.  Cause is defined as any of the following: (1) A deliberate or serious breach of your material duties as assigned
by the Company; (2) Refusal or unwillingness to perform such duties; or (3) Arrest or conviction for a felony, a serious violation of the
law, or other crime involving moral turpitude, fraud, misappropriation of funds, habitual insobriety or illegal drug use.   </P>

<P>If you are involuntarily terminated on or within nine months following a Change of Control as defined in the Company's 2004 Equity
Incentive Plan (&quot;<I>Change of Control</I>&quot;), you will be entitled to receive the six month incentive payment without regard to
achievement of the performance goals or your continued employment, payable immediately upon the termination of your employment.
</P>

<P>The Company shall require any successor or assignee, in connection with any sale, transfer or other disposition of all or
substantially all of Adaptec's assets or business, whether by purchase, merger, consolidation or otherwise, expressly to assume and
agree to perform Adaptec's obligations under this Agreement in the same manner and to the same extent that Adaptec would be
required to perform if no such succession or assignment had taken place.  Adaptec will cover all of your legal expenses incurred by you
to enforce this Agreement following a Change of Control, payable within ten (10) days of your submission of evidence of your incurring
such expenses as a result of a refusal to pay benefits under this Agreement.</P>

<P>The commitment of the Company under this agreement is not revocable.</P>

<P>Sincerely,</P>

<P>&nbsp;</P>
<P>/s/ Judith O'Brien</P>

<P>Judith O'Brien</P>
<P>Chair of the Compensation Committee</P>
<P>&#9;&#9;&#9;&#9;   </P>
<P>Acknowledged and Agreed to:   </P>
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<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=367>
<TR><TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P>/s/ Sundi Sundaresh</FONT></TD>
<TD WIDTH="13%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>September 4, 2007</FONT></TD>
</TR>
<TR><TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P>Name</FONT></TD>
<TD WIDTH="13%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>Date</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2>
<P>***** &nbsp; The omitted portions of this exhibit have been filed with the Securities and Exchange Commission pursuant to a
request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.</P>

<BR>

</FONT><FONT SIZE=2><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">APPENDIX A</P>
<P ALIGN="CENTER"></P>
<B><P>&nbsp;</P>
<OL>

<OL>

</B><LI>Performance goals by September 30, 2007</LI>

<OL TYPE="a">

<LI>Execute an agreement with Company A around *****, a ***** in exchange for Adaptec *****, each of which shall be subject to Board
approval.</LI></OL>

<LI>Performance goals by March 31, 2008</LI>
<OL TYPE="a">

<LI>*****, subject to Board approval *****.</LI>

<LI>Deliver and execute plan to *****.</LI></OL>
</OL>
</OL>

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