Exhibit 10.3
Quantum Corporation
1650 Technology Drive
Suite 700
San Jose, CA 95110-1382
[408] 944-4000
www.quantum.com
August 7, 2013
Mr. Louis DiNardo
[ Address ]
Dear Lou:
We are very pleased to offer you the opportunity to serve on the Board of Directors of QuantumCorporation.
As aMember oftheBoard ofDirectors,andunderthecurrentBoardcompensationprogram,your Board retainer will be $50,000 per annum, all of which will be paid in cash. Additionally, asthe Chair of the Corporate Governance and Nominating Committee of the Board, you will receivea cash retainer of $15,000 per annum. The retainers are generally paid in quarterly installments.Quantumwillalsoreimburseyouforanytravelorincidentalexpensesassociatedwithperforming your duties as a Board member.
We will recommend to the Leadership and Compensation Committee that restricted stock units(RSUs)with atotalvalue of $125,000beawarded toyou.However,underthecurrentBoardcompensation program, the maximum number of RSUs that may be awarded as an initial awardto a new Board member is limited to 75,000 RSUs. The actual number of RSUs to be awarded willbe determined at the time of award based on the company’s closing stock price on the date ofthe Leadership and Compensation Committee’s approval, which occurs on the first business dayof every month. As the first day of September, 2013 falls on a Sunday, the number of RSUs to beawarded to you will be determined using the closing stock price on the immediately precedingtrading date, or August 30, 2013. These RSUs will vest over two (2) years with 50% of the RSUsvestingafterone(1)yearandtheremaining50%vesting inquarterlyinstallmentsoverthesecond year. Once the RSUs have been approved, you will receive documentation from E*Trade,Quantum’sStockAdministrator,withintwo(2)monthsfromyourstartdate. Ifyouremain aBoard member, you will receive an annual stock grant thereafter. Details of the ongoing annualstock program will be forthcoming and are subject to change. Lastly, we are pleased to offer youthe opportunity to participate in Quantum’s Deferred Compensation Program, details of whichare enclosed in this packet.
Toconfirmyouracceptanceofouroffer,pleasesignonecopyofthisletter,completetheencloseddocuments,andreturnthemintheenclosedenvelope.PleasenotethatyourmembershipontheBoardbecomeseffective as ofAugust 7,2013, astheBoard ofDirectors’have already approved your appointment.
Louis DiNardo
August 7, 2013
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Lou, we are very enthusiastic about you joining our Board of Directors. If you have any questions,pleasedonothesitatetocontactme.Again, it is apleasuretowelcomeyoutoQuantumCorporation.
Sincerely,
/Shawn Hall/
Shawn Hall
SVP, General Counsel & Secretary
Quantum Corporation
(408) 944-4460
I understand and accept the terms of this agreement and agree to comply with all Quantum andBoardpoliciesandprocedures,includingthosedescribed inQuantum’sBusinessConductandEthic’s Policy, Section 16 Policy, Insider Trading Policy, and Corporate Governance Principles.
| Signed: | /Louis DiNardo/ | Date: | August 7, 2013 | ||
| Louis DiNardo | |||||
| Start Date: | August 7, 2013 |
| Enclosures: |
| Return Envelope |
| Deferred Compensation Program overview and forms |
| Director Change in Control Agreement |
| Director Indemnification Agreement |
| The High Road: Quantum’s Business Conduct & Ethics Policy |
| Section 16 Policy Documentation |
| Insider Trading Policy |
| Corporate Governance Principles |
| cc: | Compensation |
| Legal |
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