Form 8-K QUANTUM CORP /DE/ For: Apr 01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 1, 2016

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Quantum Corporation

(Exact name of registrant as specified in its charter)

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Delaware

(State or other jurisdiction of incorporation)

1-13449	94-2665054
(Commission File No.)	(IRS Employer Identification No.)

224 Airport Parkway, San Jose, CA 95110

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 944-4000

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On April 5, 2016, Quantum Corporation (the “Company”) announced that effective as of April 1, 2016, Clifford Press, the Managing Member of Olive Press Partners, LLC, has been appointed to the Board of Directors (the “Board”) of the Company. Mr. Press was appointed to the Board pursuant to the terms of the settlement agreement, dated as of July 28, 2014 (the “Settlement Agreement”) between Starboard Value L.P., certain of its affiliates and the Company, to fill a vacancy on the Board following the resignation of Phillip Black. Mr. Press’ appointment and service on the Board is subject to all of the terms and conditions set forth in the Settlement Agreement. Mr. Press has not been appointed to any committees of the Board.

The material terms and conditions of Mr. Press' appointment are set forth in his offer letter, which is filed with this report as Exhibit 10.1 and incorporated herein by reference and the Settlement Agreement which was filed by the Company on Form 8-K on July 29, 2014. He will participate in the Company’s standard compensation and benefits program for outside directors. In addition, Mr. Press entered into the Company's Director Change of Control Agreement and the Company's Indemnification Agreement, in the forms filed by the Company on Form 8-K on May 10, 2011 and April 4, 2007 respectively.

There are no related party transactions between the Company and Mr. Press (or any immediate family member thereof) requiring disclosure under Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits

(d)	Exhibits
	10.1                    Offer Letter, dated March 29, 2016

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SIGNATURE

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

	QUANTUM CORPORATION
	/s/ SHAWN D. HALL
	Shawn D. Hall
	Senior Vice President, General Counsel and
	Secretary
Dated: April 5, 2016

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EXHIBIT INDEX

Exhibit		Description
10.1		Offer Letter, dated March 29, 2016

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[Quantum Letterhead]
		March 29, 2016

Mr. Clifford Press
[Address]

Dear Clifford:

We are very pleased to offer you the opportunity to serve on the Board of Directors of Quantum Corporation.

As a Member of the Board of Directors, and under the current Board compensation program, your Board retainer will be $50,000 per annum, all of which will be paid in cash. Your committee membership and committee retainer will be determined following your appointment. The retainers are generally paid in quarterly installments. Quantum will also reimburse you for any reasonable travel or incidental expenses associated with performing your duties as a Board member.

We will recommend to the Leadership and Compensation Committee that restricted stock units (RSUs) with a total value of $125,000 be awarded to you, calculated using a company stock value of the higher of $1 or the current stock price (capping the RSU grant at 125,000 shares). The number of RSUs to be awarded will be determined at the time of award based on the company’s closing stock price on the date of the Leadership and Compensation Committee’s approval, which occurs on the first business day of every month. Therefore, the number of RSUs to be awarded to you will be determined using the closing stock price on April 1, 2016. These RSUs will vest over two (2) years with 50% of the RSUs vesting after one (1) year and the remaining 50% vesting in quarterly installments over the second year. Once the RSUs have been approved, you will receive documentation from E*Trade, Quantum’s Stock Administrator, within two (2) months from your start date. If you remain a Board member, you will receive an annual stock grant thereafter. Details of the ongoing annual stock program will be forthcoming and are subject to change. Lastly, we are pleased to offer you the opportunity to participate in Quantum’s Deferred Compensation Program, details of which will be provided to you supplementally.

To confirm your acceptance of our offer, please sign one copy of this letter, complete the enclosed documents, and return them to me. Please note that we are targeting your membership on the Board to be effective on April 1, 2016.

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Clifford Press
March 29, 2016
Page 2 of 2

Clifford, we are very enthusiastic about you joining our Board of Directors. If you have any questions, please do not hesitate to contact me. Again, it is a pleasure to welcome you to Quantum Corporation.

Sincerely,

/s/ Jon Gacek

Jon Gacek
President & CEO
Quantum Corporation
[phone number]

I understand and accept the terms of this agreement and agree to comply with all Quantum and Board policies and procedures, including those described in Quantum’s Business Conduct and Ethic’s Policy, Section 16 Policy, Insider Trading Policy, and Corporate Governance Principles.

Signed:	/s/ Clifford Press		Date:	March 30, 2016
	Clifford Press

Start Date:

April 1, 2016

Enclosures:
	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
	EFT Form
	Form W-9
cc:	Compensation
	Legal

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