0001095811-01-505137.txt : 20011009
0001095811-01-505137.hdr.sgml : 20011009
ACCESSION NUMBER: 0001095811-01-505137
CONFORMED SUBMISSION TYPE: S-8
PUBLIC DOCUMENT COUNT: 5
FILED AS OF DATE: 20010925
EFFECTIVENESS DATE: 20010925
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: QLOGIC CORP
CENTRAL INDEX KEY: 0000918386
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 330537669
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0328
FILING VALUES:
FORM TYPE: S-8
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-70112
FILM NUMBER: 1744249
BUSINESS ADDRESS:
STREET 1: 26650 LAGUNA HILLS DR
CITY: ALLISO VIEJO
STATE: CA
ZIP: 92656
BUSINESS PHONE: 7144382200
MAIL ADDRESS:
STREET 1: 26650 LAGUNA HILLS DR
CITY: ALLISO VIEJO
STATE: CA
ZIP: 92656
FORMER COMPANY:
FORMER CONFORMED NAME: Q LOGIC CORP
DATE OF NAME CHANGE: 19940201
S-8
1
a73473ors-8.txt
FORM S-8
1
As Filed With the Securities and Exchange Commission on September 25, 2001
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QLOGIC CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 33-0537669
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26600 LAGUNA HILLS DRIVE, ALISO VIEJO, CALIFORNIA 92656
(Address of Principal Executive Offices) (Zip Code)
QLOGIC CORPORATION NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
QLOGIC CORPORATION STOCK AWARDS PLAN
(Full titles of the plans)
Thomas R. Anderson, Vice President and Chief Financial Officer
QLogic Corporation
26600 Laguna Hills Drive
Aliso Viejo, California 92656
(Name and address of agent for service)
(949) 389-6000
(Telephone number, including area code, of agent for service)
Copy to:
Nick E. Yocca, Esq.
Stradling Yocca Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
(949) 725-4000
CALCULATION OF REGISTRATION FEE
=================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount To Be Offering Price Aggregate Registration
To Be Registered Registered Per Share(1) Offering Price Fee(2)
=================================================================================================
Common Stock, $0.001 11,400,000 shares $20.40 $232,560,000 $58,140
par value(2)
=================================================================================================
(1) In accordance with Rule 457(h), the aggregate offering price of 11,400,000
shares of Common Stock which the Registrant is authorized to issue under
the Awards Plan and the Director Plan is estimated solely for purposes of
calculating the registration fee on the basis of the price of securities of
the same class, as determined in accordance with Rule 457(c), using the
average of the high and low price reported by the Nasdaq National Market
for the Common Stock on September 21, 2001, which was $20.40 per share
using the average of the high and low price as of a date 5 business days
before filing.
2
(2) Includes corresponding rights to acquire shares of the Registrant's
Common Stock pursuant to the Rights Agreement, dated June 4 1996, as
amended, between the Registrant and Harris Trust Company of California.
PAGE 1 OF 9 PAGES EXHIBIT INDEX ON PAGE 9
2
3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
All information required by Part I to be contained in the prospectus is
omitted from this Registration Statement on Form S-8 in accordance with Rule 428
under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 registers shares of the
Registrant's Common Stock which may be issued in connection with, or in respect
of, the QLogic Corporation Stock Awards Plan, as amended ("Awards Plan"), of the
Registrant. An aggregate of 13,800,000 shares (after giving effect to 2-for-1
stock splits on February 15, 1999, July 30, 1999 and February 8, 2001) of the
Registrant's common stock issuable pursuant to the Awards Plan have previously
been registered on Form S-8, Registration No. 33-75814, filed February 28, 1994,
Form S-8, Registration No. 333-13137, filed October 1, 1996, and Form S-8,
Registration No. 333-66407, filed October 30, 1998, and the contents of all of
such registration statements are incorporated by reference except as revised
herein. On June 25, 1999, the Registrant's Board of Directors amended the Awards
Plan to further increase the number of shares issuable thereunder by 6,000,000
shares, from 13,800,000 shares to 19,800,000 shares, on June 21, 2000, the
Registrant's Board of Directors further amended the Awards Plan to increase the
number of shares issuable thereunder by 3,000,000 shares to 22,800,000 shares
and on June 13, 2001, the Registrant's Board of Directors further amended the
Awards Plan to increase the number of shares issuable thereunder by 2,000,000
shares to 24,800,000 shares. These amendments were adopted subject to
stockholder approval, which was obtained at the Registrant's Annual Meetings of
Stockholders held on September 28, 1999, September 18, 2000, and August 28,
2001, respectively. Pursuant to General Instruction E of Form S-8, this
registration statement registers the additional 11,000,000 shares issuable under
the Awards Plan.
This Registration Statement on Form S-8 also relates to the QLogic
Corporation Non-Employee Director Stock Option Plan ("Director Plan") of the
Registrant. An aggregate of 1,600,000 shares (after giving effect to 2-for-1
stock splits on February 15, 1999, July 30, 1999 and February 8, 2001) of the
Registrant's common stock issuable pursuant to the Director Plan have been
previously registered on Form S-8, Registration No. 33-75814, filed February 28,
1994, and Form S-8, Registration No. 333-13137, filed October 1, 1996, and the
contents of such registration statements is incorporated by reference except as
revised herein. On June 21, 2000, the Registrant's Board of Directors amended
the Director Plan to further increase the number of shares issuable thereunder
by 200,000 shares from 1,600,000 shares to 1,800,000 shares and on June 13,
2001, the Registrant's Board of Directors further amended the Director Plan to
increase the number of shares issuable thereunder by 200,000 shares, from
1,800,000 shares to 2,000,000 shares. These amendments were adopted subject to
stockholder approval, which was obtained at the Registrant's Annual Meetings of
Stockholders held on September 18, 2000 and August 28, 2001, respectively.
Pursuant to General Instruction E of Form S-8, this registration statement
registers the additional 400,000 shares issuable under the Director Plan.
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 33-75814) as filed with the Securities and Exchange Commission
(the "Commission") on February 28, 1994;
(b) The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 333-13137) as filed with the Commission on October 1, 1996;
(c) The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 333-66407), as filed with the Commission on October 30, 1998;
(d) The Registrant's Annual Report on Form 10-K for its fiscal year
ended April 1, 2001, filed with the Commission under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") on July 2, 2001;
3
4
(e) The Registrant's Quarterly Report on Form 10-Q for its fiscal
quarter ended July 1, 2001, filed with the Commission under the Exchange
Act on August 15, 2001;
(f) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
report referred to in (d) above;
(g) The description of the Registrant's Common Stock that is contained
in the Registrant's Registration Statement on Form 10 (Commission file number
0-23298) filed with the Commission under the Exchange Act on February 15, 1994;
(h) The description of the Rights to Purchase Series A Junior
Participating Preferred Stock (the "Rights") and of the Series A Junior
Participating Preferred Stock, par value $0.001 per share, that is contained in
the Registrant's Registration Statement on Form 8-A filed with the Commission
under Section 12 of the Exchange Act on June 19, 1996, including any amendment
or report filed for the purpose of updating that description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future annual
or quarterly report to stockholders or document that is not deemed filed under
such provisions. For the purposes of this registration statement, any statement
in a document incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement modifies or supersedes a statement in such document. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
(a) Section 145 of the Delaware General Corporation Law makes provision
for the indemnification of officers and directors in terms sufficiently broad to
include indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "1933 Act"). Section 145 of the Delaware General Corporation law
permits indemnification by the corporation of its officers and directors against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by them in connection with actions
or proceedings against them if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful. Section 145 provides that no
indemnification may be made, however, without court approval, in respect of any
claim as to which the officer or director is adjudged to be liable to the
corporation. Such indemnification provisions of Delaware law are expressly not
exclusive of any other rights which the officers or directors may have under the
corporation's by-laws or agreements, pursuant to the vote of stockholders or
disinterested directors or otherwise.
(b) The Restated Certificate of Incorporation, as amended, of the
Registrant provides that the Registrant will, to the maximum extent permitted by
law, indemnify each of its officers and directors against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with any proceeding arising by reason of the fact any such person is
or was a director or officer of the Registrant. The Company also carries
directors and officers liability insurance.
(c) The Company has entered into separate indemnification agreements
with its directors and officers. These agreements require the Company, among
other things, to indemnify them against liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from actions not taken in good faith or in a manner the indemnitee believed to
be opposed to the best interests of the Company), and to advance their
4
5
expenses incurred as a result of any proceeding against them as to which they
could be indemnified. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Commission, such indemnification is against public policy
as expressed in the 1933 Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
Number Description
------ -----------
5.1 Opinion of Stradling Yocca Carlson & Rauth, a
Professional Corporation, Counsel to the Registrant.
10.1.2 Form of QLogic Corporation Non-Employee Director
Stock Option Plan, as Amended.
10.2.2 Form of QLogic Corporation Stock Awards Plan, As
Amended.
23.1 Consent of Stradling Yocca Carlson & Rauth, a
Professional Corporation (included in the Opinion
filed as Exhibit 5.1).
23.2 Consent of KPMG LLP, independent auditors.
24.1 Power of Attorney (included on signature page to
the Registration Statement at page S-1).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
5
6
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
6
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Aliso Viejo, State of California, on the 25th
day of September, 2001.
QLOGIC CORPORATION
By: /s/ Thomas R. Anderson
------------------------
Thomas R. Anderson
Vice President and Chief
Financial Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of QLogic Corporation, do
hereby constitute and appoint H.K. Desai and Thomas R. Anderson, or either of
them, our true and lawful attorneys and agents, to sign for us or any of us in
our names and in the capacities indicated below, any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents required in
connection therewith, and to do any and all acts and things in our names and in
the capacities indicated below, which said attorneys and agents, or either of
them, may deem necessary or advisable to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement; and we do hereby ratify and confirm all that the said
attorneys and agents, or either of them, shall do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ H.K. DESAI Chairman Of The Board Of Directors, September 25, 2001
-------------------------- President and Chief Executive Officer
H.K. DESAI (Principal Executive Officer)
/S/ THOMAS R. ANDERSON Vice President and Chief Financial September 25, 2001
-------------------------- Officer (Principal Financial and
THOMAS R. ANDERSON Accounting Officer)
/s/ Michael R. Manning Secretary and Treasurer September 25, 2001
--------------------------
MICHAEL R. MANNING
7
8
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Larry Carter Director September 25, 2001
----------------------------
LARRY CARTER
/s/ Carol L. Miltner Director September 25, 2001
----------------------------
CAROL L. MILTNER
* Director September 25, 2001
----------------------------
GEORGE D. WELLS
/s/ Jim Fiebiger Director September 25, 2001
----------------------------
JIM FIEBIGER
/s/ Kenneth E. Hendrickson Director September 25, 2001
----------------------------
KENNETH E. HENDRICKSON
* September 25, 2001
----------------------------
* THOMAS R. ANDERSON
AS ATTORNEY-IN-FACT
8
9
EXHIBIT INDEX
Sequential
Number Description Page Number
------ ----------- -----------
5.1 Opinion of Stradling Yocca Carlson & Rauth, a
Professional Corporation, Counsel to the Registrant.
10.1.2 Form of QLogic Corporation Non-Employee Director Stock
Option Plan, as Amended.
10.2.2 Form of QLogic Corporation Stock Awards Plan, As
Amended.
23.1 Consent of Stradling Yocca Carlson & Rauth, a
Professional Corporation (included in the Opinion
filed as Exhibit 5.1).
23.2 Consent of KPMG LLP, independent auditors.
24.1 Power of Attorney (included on signature page to the
Registration Statement at page S-1).
EX-5.1
3
a73473orex5-1.txt
EXHIBIT 5.1
1
EXHIBIT 5.1
STRADLING YOCCA CARLSON & RAUTH
Professional Corporation
Attorneys at Law
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
September 25, 2001
QLogic Corporation
26600 Laguna Hills Drive
Aliso Viejo, California 92526
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") being filed by QLogic Corporation, a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of 11,000,000 shares of the Company's common stock, $0.001 par value
("Common Stock"), issuable under the Company's Stock Awards Plan, as amended,
and an additional 400,000 shares of the Company's Common Stock, issuable under
the Company's Non-Employee Director Stock Option Plan (collectively, the
"Plans").
We have examined the proceedings heretofore taken and are familiar with
the additional proceedings proposed to be taken by the Company in connection
with the authorization, issuance and sale of the securities referred to above.
Based on the foregoing, it is our opinion that the 11,400,000 shares of
Common Stock, when issued under the Plans and against full payment therefor in
accordance with the respective terms and conditions of the Plans, will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
STRADLING YOCCA CARLSON & RAUTH
/S/ STRADLING YOCCA CARLSON & RAUTH
EX-10.1.2
4
a73473orex10-1_2.txt
EXHIBIT 10.1.2
1
EXHIBIT 10.1.2
QLOGIC CORPORATION
NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
(AS AMENDED; CURRENT AS OF AUGUST 28, 2001)
2
QLOGIC CORPORATION
NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
TABLE OF CONTENTS
Page
----
1. PURPOSE..............................................................................1
2. NONQUALIFIED STOCK OPTIONS...........................................................1
3. ADMINISTRATION.......................................................................1
3.1 Administration by Board.......................................................1
3.2 Administration by Committee...................................................1
4. ELIGIBILITY..........................................................................2
5. SHARES SUBJECT TO OPTIONS............................................................2
6. TERMS AND CONDITIONS OF OPTIONS......................................................2
6.1 Grant of Options..............................................................2
6.2 Option Price..................................................................3
6.3 Notice and Payment............................................................3
6.4 Term of Option................................................................4
6.5 Exercise of Option............................................................4
6.6 No Transfer of Option.........................................................4
6.7 Rights as a Stockholder or Director...........................................4
6.8 No Fractional Shares..........................................................4
6.9 Exercisability in the Event of Death..........................................4
6.10 Recapitalization, Reorganization or Change in Control of Company..............4
6.11 Modification, Extension, and Renewal of Options...............................5
6.12 1994 Distribution.............................................................6
(a) Adjustment of Options for Reverse Stock Split..........................6
(b) Conversion of Options Upon the Distribution............................6
(c) Option Terms and Conditions............................................6
(d) Option Price...........................................................6
(e) Fair Market Value......................................................7
6.13 Other Provisions..............................................................7
7. TERMINATION OR AMENDMENT OF PLAN.....................................................7
8. INDEMNIFICATION......................................................................7
9. STOCKHOLDER APPROVAL AND TERM OF PLAN................................................8
i
3
QLOGIC CORPORATION
NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
1. PURPOSE. The purpose of this QLogic Corporation Non-Employee Director
Stock Option Plan ("Plan") is to increase the proprietary and vested interest of
the non-employee directors of QLogic Corporation ("Company") in the growth and
performance of the Company by granting such directors options to purchase shares
of common stock of the Company, to encourage them to continue their services to
the Company, and to attract individuals of outstanding ability to serve on the
Board of Directors of the Company.
2. NONQUALIFIED STOCK OPTIONS. The options granted under the Plan (each
an "option") will be options not specifically authorized or qualified for
favorable tax treatment under Section 422 of the Internal Revenue Code of 1986,
as amended, and any successor statutes ("Code") ("nonqualified stock options").
3. ADMINISTRATION.
3.1 ADMINISTRATION BY BOARD. The Plan shall be administered by
the Board of Directors of the Company ("Board"). Subject to the provisions of
the Plan, the Board shall have authority to construe and interpret the Plan, to
promulgate, amend, and rescind rules and regulations relating to its
administration, and to make all of the determinations necessary or advisable for
administration of the Plan; provided, however, that the Board shall have no
discretion with respect to the selection of directors to receive options under
the Plan, the number of shares of stock subject to any such options, or the
purchase price thereof. The interpretation and construction by the Board of any
provision of the Plan, or of any agreement executed pursuant to the Plan, shall
be final and binding upon all parties. No member of the Board shall be liable
for any action or determination undertaken or made in good faith with respect to
the Plan or any agreement executed pursuant to the Plan.
3.2 ADMINISTRATION BY COMMITTEE. The Board may, in its sole
discretion, delegate any or all of its administrative duties to a committee (the
"Committee") of not fewer than two (2) members of the Board, all of the members
of which Committee shall be persons who, in the opinion of counsel to the
Company, are "disinterested persons" within the meaning of Rule 16b-3(c)(2)(i)
promulgated by the Securities and Exchange Commission. Effective on and after
August 15, 1996, the requirement that Committee members be disinterested persons
shall not apply and all of the members of the Committee shall be persons who, in
the opinion of counsel to the Company, are "non-employee directors" within the
meaning of Rule l6b-3(b)(3)(i) promulgated by the Securities and Exchange
Commission. If administration is delegated to a Committee, the Committee shall
have, in connection with administration of the Plan, the powers otherwise
possessed by the Board, subject, however, to such resolutions, not inconsistent
with the provisions of the Plan, as may be adopted from time to time by the
Board. The Board may abolish the Committee at any time and revest in the Board
the administration of the Plan. From time to time, the Board may increase or
decrease (to not less than two members) the size of the Committee, and add
additional members to, or remove members from, the Committee. The Committee
shall act pursuant to a majority vote, or the written consent of a majority of
its members, and minutes shall be kept of all of its meetings and copies thereof
shall be provided to the Board. Subject to the provisions of the Plan and the
directions of the Board, the Committee may establish and follow such rules and
regulations
4
for the conduct of its business as it may deem advisable. No member of the
Committee shall be liable for any action or determination undertaken or made in
good faith with respect to the Plan or any agreement executed pursuant to the
Plan.
4. ELIGIBILITY. Each director of the Company who satisfies the
eligibility criteria of this Section 4 (an "Eligible Director") shall receive an
option under the Plan pursuant to Section 6.1 hereof. A director is an Eligible
Director only if such director (i) is not then an employee of the Company or any
of its subsidiaries and (ii) has not, within three (3) years immediately
preceding such time, received any stock option, stock bonus, stock appreciation
right, or other similar stock award from the Company or any of its subsidiaries,
except as provided by this Plan. Only Eligible Directors may receive options
under the Plan. A director of the Company shall not be deemed to be an employee
of the Company or any of its subsidiaries solely by reason of the existence of
an agreement between such director and the Company or any subsidiary thereof
pursuant to which the director provides services as a consultant to the Company
or its subsidiaries on a regular or occasional basis for compensation.
5. SHARES SUBJECT TO OPTIONS. The stock available for grant of options
under the Plan shall be shares of the Company's authorized but unissued, or
reacquired, common stock. The aggregate number of shares which may be issued
pursuant to exercise of options granted under the Plan shall not exceed
2,000,000(1) shares of common stock. In the event that any outstanding option
under the Plan for any reason expires or is terminated, the shares of common
stock allocable to the unexercised portion of the option shall again be
available for options under the Plan as if no option had been granted with
respect to such shares.
6. TERMS AND CONDITIONS OF OPTIONS. Options granted under the Plan shall
be evidenced by agreements in such form and containing such provisions which are
consistent with the Plan as the Board or Committee shall from time to time
approve. All grants of options to Eligible Directors shall be automatic and
non-discretionary and shall be made strictly in accordance with the following
provisions.
6.1 GRANT OF OPTIONS.
(a) Prior to July 1, 1996, an option to purchase 12,500
shares of common stock of the Company shall be granted automatically to each
Eligible Director upon the later to occur of (1) the date of adoption of the
Plan by the Board, (2) the date of Stockholder approval of the Plan, (3) the
Distribution Date (as defined in Section 6.12), or (4) the date on which such
director first becomes an Eligible Director (the "Initial Grant Date").
Effective as of July 1, 1996, an option to purchase 40,000(2) shares of common
stock of the Company shall be granted automatically to each Eligible Director
upon the Initial Grant Date. In the event of a stock dividend, stock split or
like change in the capital structure of the Company on or after June 13, 2001
resulting in an increase in the number of its outstanding shares of stock, the
option to purchase the number of shares of common stock pursuant to the
automatic grant described in this subsection will not be correspondingly
increased with respect to automatic grants made on or following the date of such
stock dividend (but only on common stock), stock split or like change in the
capital structure of the Company.
(b) Subsequent annual grants shall be made at the close
of business on the date of each annual meeting of stockholders at which the
members of the Board are elected or reelected subsequent to the Initial Grant
Date (the "Annual Grant Date"). Each Eligible Director shall automatically
receive an option to purchase 20,000(3) shares of common stock of the Company on
the Annual Grant Date. If the Eligible Director is serving as the Chairman of
the Board on the
----------
(1) As amended on June 13, 2001 and after giving effect to stock splits through
February 8, 2000.
(2) As amended in June 2001 and after giving effect to stock splits through
February 8, 2000.
(3) As amended in June 2001 and after giving effect to stock splits through
February 8, 2000.
2
5
Annual Grant Date, an option to purchase 54,000(4) shares of common stock of the
Company shall be granted. If a period of less than twelve (12) months elapses
between the Initial Grant Date and the first Annual Grant Date, the number of
shares of common stock that can be purchased under the option granted on the
Annual Grant Date shall be prorated by multiplying the number of shares
designated above by a fraction, the numerator of which shall be the number of
days that have elapsed since the Initial Grant Date and the denominator of which
shall be the number of days since the last annual meeting of stockholders at
which the members of the Board were elected or reelected. In the event of a
stock dividend, stock split or like change in the capital structure of the
Company on or after June 13, 2001 resulting in an increase in the number of its
outstanding shares of stock, the option to purchase the number of shares of
common stock pursuant to the automatic grant described in this subsection will
not be correspondingly increased with respect to automatic grants made on or
following the date of such stock dividend (but only on common stock), stock
split or like change in the capital structure of the Company.
6.2 OPTION PRICE. Except as provided by Section 6.12, the
purchase price for the shares subject to any option shall be 100% of the fair
market value of the shares of common stock of the Company on the date the option
is granted. For purposes of the Plan, the "fair market value" of any share of
common stock of the Company at any date shall be (a) if the common stock is
listed on an established stock exchange or exchanges, the last reported sale
price per share on the last trading day immediately preceding such date on the
principal exchange on which it is traded, or if no sale was made on such day on
such principal exchange, at the closing reported bid price on such day on such
exchange, (b) if the common stock is not then listed on an exchange, the last
reported sale price per share on the last trading day immediately preceding such
date reported by NASDAQ, or if sales are not reported by NASDAQ or no sale was
made on such day, the average of the closing bid and asked prices per share for
the common stock in the over-the-counter market as quoted on NASDAQ on such day,
or (c) if the common stock is not then listed on an exchange or quoted on
NASDAQ, an amount determined in good faith by the Board or the Committee.
6.3 NOTICE AND PAYMENT. Any exercisable portion of an option may
be exercised only by:
(a) delivery of a written notice to the Company, prior
to the time when such option becomes unexercisable under Section 6.4, stating
the number of shares being purchased and complying with all applicable rules
established by the Board or the Committee;
(b) payment in full of the exercise price of such option
by, as applicable, (1) cash or check for an amount equal to the aggregate option
exercise price for the number of shares being purchased, (2) in the discretion
of the Board or Committee, upon such terms as the Board or Committee shall
approve, a copy of instructions to a broker directing such broker to sell the
common stock for which such option is exercised, and to remit to the Company the
aggregate exercise price of such options (a "cashless exercise"), or (3) in the
discretion of the Board or Committee, upon such terms as the Board or Committee
shall approve, the optionee may pay all or a portion of the purchase price for
the number of shares being purchased by tendering shares of the Company's common
stock owned by the optionee, duly endorsed for transfer to the Company, with a
fair market value (as determined pursuant to Section 6.2) on the date of
delivery equal to the aggregate purchase price of the shares with respect to
which such option or portion is thereby exercised (a "stock-for-stock
exercise");
(c) payment of the amount of tax required to be withheld
(if any) by the Company or any parent or subsidiary corporation as a result of
the exercise of an option. The Optionee may pay all or a portion of the tax
withholding by (1) cash or check payable to the Company, (2) in the discretion
of the Board or Committee, upon such terms as the Board or Committee shall
approve, cashless exercise, (3) in the discretion of the Board or Committee,
upon such terms as the Board or Committee shall approve, stock-for-stock
exercise, or (4) a combination of (1), (2) and (3); and
-----------
(4) As amended in June 1999 and after giving effect to stock splits through
February 8, 2000.
3
6
(d) delivery of a written notice to the Company
requesting that the Company direct the transfer agent to issue to the Optionee
(or to his designee) a certificate for the number of shares of common stock for
which the Option was exercised or, in the case of a cashless exercise, for any
shares that were not sold in the cashless exercise.
Any certificate(s) for shares of outstanding common stock of the Company
used to pay the exercise price shall be accompanied by stock power(s) duly
endorsed in blank by the registered holder of the certificate(s) (with the
signature thereon guaranteed). In the event the certificate(s) tendered by the
optionee in such payment cover more shares than are required for such payment,
the certificate(s) shall also be accompanied by instructions from the optionee
to the Company's transfer agent with respect to disposition of the balance of
the shares covered thereby.
6.4 TERM OF OPTION. No option granted under the Plan shall be
exercisable after the expiration of the earlier of:
(a) ten years following the date the option is granted;
or
(b) one year following the date the optionee ceases to
be a director of the Company for any reason.
6.5 EXERCISE OF OPTION. No option shall be exercisable during
the lifetime of an optionee by any person other than the optionee. An option
shall become exercisable as to one-third of the shares subject to the option on
each anniversary of the date the option is granted if the director to whom the
option is granted is still a director of the Company on such anniversary.
6.6 NO TRANSFER OF OPTION. No option shall be transferable by an
optionee otherwise than by will or the laws of descent and distribution.
6.7 RIGHTS AS A STOCKHOLDER OR DIRECTOR. An optionee or
transferee of an option shall have no rights as a stockholder of the Company
with respect to any shares covered by any option until the date of issuance of a
share certificate for such shares. No adjustment shall be made for dividends
(ordinary or extraordinary, whether cash, securities, or other property) or
distribution or other rights for which the record date is prior to the date such
share certificate is issued, except as provided in Section 6.10. Nothing in the
Plan or in any option agreement shall confer upon any director any right to
continue as a director of the Company or any of its subsidiaries, to be
nominated to serve as a director, or to receive any particular rate of
compensation.
6.8 NO FRACTIONAL SHARES. In no event shall the Company be
required to issue fractional shares upon the exercise of an option.
6.9 EXERCISABILITY IN THE EVENT OF DEATH. In the event of the
death of an optionee, any option (or unexercised portion thereof) held by the
optionee, to the extent exercisable by him or her on the date of death, may be
exercised by the optionee's personal representatives, heirs, or legatees subject
to the provisions of Sections 6.4 and 6.5 hereof.
6.10 RECAPITALIZATION, REORGANIZATION OR CHANGE IN CONTROL OF
COMPANY. Except as otherwise provided herein, appropriate and proportionate
adjustments shall be made in the number and class of shares subject to the Plan
and to the option rights granted under the Plan, and the exercise price of such
option rights, in the event of a stock dividend (but only on common stock),
4
7
stock split, reverse stock split, recapitalization, reorganization, merger,
consolidation, separation, or like change in the capital structure of the
Company. Notwithstanding the foregoing, in the event of a stock dividend, stock
split or like change in the capital structure of the Company on or after June
13, 2001 resulting in an increase in the number of its outstanding shares of
stock, the option to purchase the number of shares of common stock pursuant to
the automatic grants described in Section 6.1 will not be correspondingly
increased with respect to automatic grants made on or following the date of such
stock dividend (but only on common stock), stock split or like change in the
capital structure of the Company. In the event of a liquidation of the Company,
or a merger, reorganization, or consolidation of the Company with any other
corporation in which the Company is not the surviving corporation or the Company
becomes a subsidiary of another corporation, any unexercised options theretofore
granted under the Plan shall be deemed cancelled unless the surviving
corporation in any such merger, reorganization, or consolidation elects to
assume the options under the Plan or to use substitute options in place thereof;
provided, however, that, notwithstanding the foregoing, if such options would
otherwise be cancelled in accordance with the foregoing, the optionee shall have
the right, exercisable during a ten-day period ending on the fifth day prior to
such liquidation, merger, or consolidation, to fully exercise the optionee's
option in whole or in part without regard to any installment exercise provisions
otherwise provided by Section 6.5. In the event of a Change in Control of the
Company, as defined below, any unexercised option theretofore granted under the
Plan which is not then already exercisable as to all of the shares subject to
the option shall become exercisable upon such Change in Control as to one-half
of the shares as to which the option is not already exercisable in addition to
the shares, if any, as to which the option is already exercisable. To the extent
that the foregoing adjustments relate to stock or securities of the Company,
such adjustments shall be made by the Board or the Committee, the determination
of which in that respect shall be final, binding, and conclusive. A "Change in
Control" shall be deemed to have occurred if:
(a) any person, or any two or more persons acting as a
group, and all affiliates of such person or persons, shall own beneficially
33-1/3% or more of the common stock of the Company outstanding, or
(b) if following:
(1) a tender or exchange offer for voting
securities of the Company (other than any such offer made by the Company), or
(2) a proxy, contest for election of directors
of the Company, the persons who were directors of the Company immediately before
the initiation of such event (or directors who were appointed by such directors)
cease to constitute a majority of the Board of the Company upon the completion
of such tender or exchange offer or proxy contest or within one year after such
completion.
6.11 MODIFICATION, EXTENSION, AND RENEWAL OF OPTIONS. Subject to
the terms and conditions and within the limitations of the Plan, the Board or
Committee may modify, extend, or renew outstanding options granted under the
Plan, accept the surrender of outstanding options (to the extent not theretofore
exercised), and authorize the granting of new options in substitution therefor
(to the extent not theretofore exercised). Notwithstanding the foregoing, no
modification of an option shall:
(a) without the consent of the optionee, alter or impair
any rights of the optionee under the option, or
(b) adversely affect the qualification of the Plan or
any other stock-related plan of the Company under Rule 16b-3 under the
Securities Exchange Act of 1934 or any successor provision.
5
8
6.12 1994 DISTRIBUTION. The following provisions shall apply to
the options issued under this Plan in connection with the conversion and
adjustment of options which are outstanding under the Emulex Corporation
Non-Employee Director Stock Option Plan (the "Emulex Plan") on the "Distribution
Date" specified in the Distribution Agreement (the "Distribution Agreement")
providing for the distribution of all of the outstanding common stock of the
Company (the "Distribution") to the stockholders of Emulex Corporation, a
Delaware corporation ("Emulex"), on the Distribution Date and a reverse stock
split of the Outstanding shares of common stock of the Company in connection
with the Distribution pursuant to which each two outstanding shares of common
stock of the Company on the Distribution Date will be combined to become one
share of common stock of the Company (the "Reverse Stock Split"), with all
fractional shares being acquired by the Company for cash:
(a) ADJUSTMENT OF OPTIONS FOR REVERSE STOCK SPLIT. Upon
the effectiveness of the Reverse Stock Split, each option then outstanding under
the Emulex Plan shall be automatically adjusted pursuant to the terms of the
Emulex Plan so that the total number of shares of common stock of Emulex
purchasable under such option and the number of shares of such common stock
purchasable as of any given point in time shall be halved and the purchase price
per share of such common stock shall be doubled.
(b) CONVERSION OF OPTIONS UPON THE DISTRIBUTION. Upon
the Distribution, each option then outstanding under the Emulex Plan (an
"Outstanding Option") shall be automatically converted into two separately
exercisable options (collectively, the "New Options"), one to purchase common
stock of Emulex (a "New Emulex Option") and the other to purchase common stock
of the Company (a "Company Option"). Each New Emulex Option will be deemed
granted under the Emulex Plan and each Company Option will be deemed granted
under this Plan. Each New Option shall be exercisable for a number of shares
equal to the number of shares subject to purchase under the unexercised portion
of the related Outstanding Option (as adjusted as a result of the Reverse Stock
Split as provided herein).
(c) OPTION TERMS AND CONDITIONS. Except as otherwise
provided in this Section 6.12, each New Option shall contain and continue to be
subject to the same terms and conditions of the related Outstanding Option,
including, without limitation, provisions relating to the term and expiration of
the option; exercisability of the option; payment for shares purchased upon
exercise of the option; adjustments in the shares and exercise price under the
option, cancellation of the option, and/or acceleration of exercisability of the
option in the event of any stock dividend, stock split, reverse stock split,
merger, consolidation, liquidation, recapitalization or reorganization of the
Company or Emulex, as the case may be; or acceleration of exercisability of the
option as a result of a change in control of the Company or Emulex, as the case
may be. For purposes of determining expiration of the term and vesting of the
right to exercise a Company Option received in connection with the conversion of
an Outstanding Option held by a person who is a director of Emulex immediately
after the Distribution, such person's service as a director of Emulex following
the Distribution shall be credited as if it were service as a director of the
Company. For purposes of determining expiration of the term and vesting of the
right to exercise a New Emulex Option received in connection with the conversion
of an Outstanding Option held by a person who is a director of the Company
immediately after the Distribution, such person's service as a director of the
Company following the Distribution shall be credited as if it were service as a
director of Emulex.
(d) OPTION PRICE. Upon the Distribution, the purchase
price per share of stock purchasable under each New Option shall be adjusted to
give effect to the Distribution by
6
9
allocating the purchase price per share of the stock purchasable under the
related Outstanding Option between the Company Option and the New Emulex Option
proportionately such that the purchase price per share under the Company Option
shall be equal to the product of the purchase price per share under the related
Outstanding Option (adjusted as a result of the Reverse Stock Split as provided
herein) multiplied by a fraction, the numerator of which is the fair market
value of a share of common stock of the Company and the denominator of which is
the sum of the fair market value of a share of common stock of the Company plus
the fair market value of a share of common stock of Emulex; and the purchase
price per share under the New Emulex Option shall be equal to the product of the
purchase price per share under the related Outstanding Option (adjusted as a
result of the Reverse Stock Split as provided herein) multiplied by a fraction,
the numerator of which is the fair market value of a share of common stock of
Emulex and the denominator of which is the sum of the fair market value of a
share of common stock of Emulex plus the fair market value of a share of common
stock of the Company.
(e) FAIR MARKET VALUE. For purposes of this Section
6.12, the fair market value of a share of common stock of the Company and a
share of common stock of Emulex shall be the average of the closing sales prices
per share of common stock of the Company and common stock of Emulex,
respectively, as quoted on the NASDAQ National Market System as reported in the
Wall Street Journal for each of the 20 trading days beginning on the day
following the Distribution Date, and if there is no closing sale price reported
on the NASDAQ National Market System for either common stock of the Company or
common stock of Emulex for one or more days during such period, the
determination shall be made utilizing the earliest 20 days following the day
following the Distribution Date on which closing sales prices are reported for
such stock.
6.13 OTHER PROVISIONS. Each option may contain such other terms,
provisions, and conditions not inconsistent with the Plan as may be determined
by the Board or Committee.
7. TERMINATION OR AMENDMENT OF PLAN. The Board may at any time terminate
or amend the Plan; provided that, without approval of the stockholders of the
Company, there shall be, except by operation of the provisions of Section 6.10,
no increase in the total number of shares covered by the Plan, no change in the
class of directors eligible to receive options granted under the Plan, no
material increase in the benefits accruing to participants under the Plan, no
reduction in the exercise price of options granted under the Plan, and no
extension of the latest date upon which options may be exercised; and provided
further that, without the consent of the optionee, no amendment may adversely
affect any then outstanding option or any unexercised portion thereof held by
the optionee. Prior to August 15, 1996, the Plan may not be amended more than
once every six months, other than to comport with changes in the Code, the
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder.
8. INDEMNIFICATION. In addition to such other rights of indemnification
as they may have as members of the Board or the Committee, the members of the
Board or the Committee administering the Plan shall be indemnified by the
Company against reasonable expenses, including attorney's fees, actually and
necessarily incurred in connection with the defense of any action, suit, or
proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any option granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any action, suit, or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit, or
proceeding that such member is liable for negligence or
7
10
misconduct in the performance of his duties, provided that within 60 days after
institution of any such action, suit, or proceeding, the member shall in writing
offer the Company the opportunity, at its own expense, to handle and defend the
same.
9. STOCKHOLDER APPROVAL AND TERM OF PLAN. This is an amendment and
restatement of the Plan, which originally was adopted and effective January 25,
1994. This amendment and restatement of the Plan shall be Subject to approval by
the stockholders of the Company within 12 months after adoption of this amended
and restated Plan by the Board. In the event stockholder approval of the Plan is
not obtained within such time period, the Plan shall be terminated and all
options granted pursuant to the amendment and restatement of the Plan shall be
void and of no effect. The amended and restated Plan shall become effective upon
its adoption by the Board and approval by stockholders (the "Effective Date")
and shall apply to options granted on or after the Effective Date. The terms of
options granted under the Plan prior to the Effective Date shall be governed by
the Plan terms in effect prior to the Effective Date. Unless sooner terminated
by the Board in its sole discretion, the Plan will expire on December 31,
2006(5).
-------------
(5) As amended on June 13, 2001.
8
EX-10.2.2
5
a73473orex10-2_2.txt
EXHIBIT 10.2.2
1
EXHIBIT 10.2.2
QLOGIC CORPORATION
STOCK AWARDS PLAN
(AS AMENDED; CURRENT AS OF AUGUST 28, 2001)
2
TABLE OF CONTENTS
Page
----
1. PURPOSE..............................................................................1
2. DEFINITIONS..........................................................................1
2.1 Award.........................................................................1
2.2 Board.........................................................................1
2.3 Code..........................................................................1
2.4 Company.......................................................................1
2.5 Common Stock..................................................................1
2.6 Deferred Stock Award..........................................................1
2.7 Disabled or Disability........................................................1
2.8 Fair Market Value.............................................................1
2.9 Incentive Stock Option........................................................2
2.10 Nonqualified Stock Option.....................................................2
2.11 Optionee......................................................................2
2.12 Other Stock-Based Award.......................................................2
2.13 Performance Unit Award........................................................2
2.14 Plan..........................................................................2
2.15 Plan Administrator............................................................2
2.16 Restricted Stock Award........................................................2
2.17 Stock Appreciation Right......................................................2
2.18 Stock Option..................................................................2
2.19 Unrestricted Stock Award......................................................2
3. AWARDS UNDER THE PLAN................................................................2
4. ADMINISTRATION.......................................................................2
4.1 Administration by Board.......................................................2
4.2 Administration by Compensation Committee......................................3
5. ELIGIBILITY..........................................................................3
6. SHARES SUBJECT TO THE PLAN...........................................................3
6.1 Available Shares..............................................................3
6.2 Limitation on Number of Shares Subject to Awards..............................4
6.3 Capital Structure Adjustments.................................................4
7. TERMS AND CONDITIONS OF STOCK OPTIONS................................................4
7.1 Number of Shares Subject to Stock Option......................................4
7.2 Stock Option Price............................................................4
7.3 Notice and Payment............................................................5
7.4 Term of Stock Option..........................................................5
7.5 Exercise of Stock Option......................................................6
i
3
TABLE OF CONTENTS
(continued)
Page
----
7.6 No Transfer of Stock Option...................................................6
7.7 Limit on Incentive Stock Options..............................................6
7.8 No Fractional Shares..........................................................6
7.9 Exercisability in the Event of Death..........................................6
7.10 Modification, Extension, and Renewal of Stock Options.........................6
7.11 1994 Distribution.............................................................7
7.12 Other Provisions..............................................................8
8. STOCK APPRECIATION RIGHTS............................................................8
8.1 General.......................................................................8
8.2 Grant and Exercise............................................................9
8.3 Terms and Conditions of Stock Appreciation Rights.............................9
8.4 Rules Relating to Exercise...................................................10
9. RESTRICTED STOCK....................................................................10
9.1 General......................................................................10
9.2 Award Agreement and Certificates.............................................10
9.3 Rights as a Stockholder......................................................10
9.4 Restrictions.................................................................11
9.5 Section 83(b) Election.......................................................11
10. UNRESTRICTED STOCK..................................................................11
11. DEFERRED STOCK AWARDS...............................................................12
11.1 General......................................................................12
11.2 Award Agreement..............................................................12
11.3 Elective Deferral............................................................12
11.4 Termination..................................................................12
11.5 Payments in Respect of Deferred Stock........................................12
12. PERFORMANCE UNIT AWARDS.............................................................12
12.1 General......................................................................12
12.2 Award Agreement..............................................................13
12.3 Termination..................................................................13
12.4 Acceleration; Waiver.........................................................13
12.5 Exercise.....................................................................13
13. OTHER STOCK-BASED AWARDS............................................................13
13.1 General......................................................................13
13.2 Purchase Price; Form of Payment..............................................14
13.3 Forfeiture of Awards; Repurchase of Stock; Acceleration of
Waiver of Restrictions.......................................................14
ii
4
TABLE OF CONTENTS
(continued)
Page
----
13.4 Award Agreements.............................................................14
13.5 Deemed Dividend Payments; Deferrals..........................................14
14. SUPPLEMENTAL GRANTS.................................................................14
14.1 Loans........................................................................14
14.2 Cash Payments................................................................15
15. TERMINATION OR AMENDMENT OF THE PLAN................................................15
16. INDEMNIFICATION.....................................................................15
17. WITHHOLDING.........................................................................15
17.1 Irrevocable Election.........................................................16
17.2 Approval by Plan Administrator...............................................16
17.3 Timing of Election...........................................................16
17.4 Window Period................................................................16
17.5 Timing of Delivery...........................................................16
17.6 Terms in Agreement...........................................................16
18. UNFUNDED STATUS OF PLAN.............................................................16
19. GENERAL PROVISIONS..................................................................17
19.1 Restrictions on Issuance of Shares...........................................17
19.2 Rights as a Stockholder or Employee..........................................17
19.3 Governing Law................................................................17
20. EFFECTIVE DATE OF PLAN..............................................................17
21. TERM OF PLAN........................................................................17
iii
5
QLOGIC CORPORATION
STOCK AWARDS PLAN
(AS AMENDED; CURRENT AS OF AUGUST 28, 2001)
1. PURPOSE. The purpose of this QLogic Corporation Stock Awards Plan is
to further the growth and development of QLogic Corporation by providing an
incentive to officers and other key employees who are in a position to
contribute materially to the prosperity of the Company to participate in the
long-term growth of the Company by receiving the opportunity to acquire shares
of the Company's common stock and to provide for additional compensation based
on appreciation in the Company's shares. The Plan provides a means to increase
such persons' interests in the Company's welfare, to encourage them to continue
their services to the Company or its subsidiaries, and to attract individuals of
outstanding ability to enter the employment of the Company or its subsidiaries.
2. DEFINITIONS. The following definitions are applicable to the Plan:
2.1 AWARD. Except where referring to a particular category of
grant under the Plan, "Award" or "Awards" shall include Incentive Stock Options,
Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards,
Unrestricted Stock Awards, Deferred Stock Awards, Performance Unit Awards and
Other Stock-Based Awards.
2.2 BOARD. The Board of Directors of the Company.
2.3 CODE. The Internal Revenue Code of 1986, as amended from
time to time.
2.4 COMPANY. QLogic Corporation, a Delaware corporation.
2.5 COMMON STOCK. The shares of the common stock of the Company.
2.6 DEFERRED STOCK AWARD. An Award made pursuant to Section 11
below of the right to receive Common Stock at the end of a specified deferral
period.
2.7 DISABLED OR DISABILITY. For the purposes of Section 7.4, a
disability of the type defined in Section 22(e)(3) of the Code. The
determination of whether an individual is Disabled or has a Disability shall be
determined under procedures established by the Plan Administrator.
2.8 FAIR MARKET VALUE. For purposes of the Plan, the "fair
market value" of any share of Common Stock of the Company at any date shall be
(a) if the Common Stock is listed on an established stock exchange or exchanges,
the last reported sale price per share on the last trading day immediately
preceding such date on the principal exchange on which it is traded, or if no
sale was made on such day on such principal exchange, at the closing reported
bid price on such day on such exchange, or (b) if the Common Stock is not then
listed on an exchange, the last reported sale price per share on the last
trading day immediately preceding such date reported by NASDAQ, or if sales are
not reported by NASDAQ or no sale was made on such date, the average of the
closing bid and asked prices per share for the Common Stock in the
over-the-counter market as quoted on NASDAQ on the day prior to such date, or
(c) if the Common Stock is not then listed on an exchange or quoted on NASDAQ,
an amount determined in good faith by the Plan Administrator.
6
2.9 INCENTIVE STOCK OPTION. Any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of Section 422 of
the Code.
2.10 NONQUALIFIED STOCK OPTION. Any Stock Option that is not an
Incentive Stock Option.
2.11 OPTIONEE. The recipient of a Stock Option Award.
2.12 OTHER STOCK-BASED AWARD. An Award made pursuant to Section
13 below of the right to receive debt or other securities convertible into or
exchangeable for Common Stock.
2.13 PERFORMANCE UNIT AWARD. An Award made pursuant to Section
12 below of the right to receive cash or Common Stock upon the attainment of
specified performance goals.
2.14 PLAN. The QLogic Corporation Stock Awards Plan, as amended
from time to time.
2.15 PLAN ADMINISTRATOR. The Board or the Compensation Committee
designated pursuant to Section 4 to administer, construe and interpret the terms
of the Plan.
2.16 RESTRICTED STOCK AWARD. An Award of shares of Common Stock
that are subject to restrictions pursuant to Section 9.
2.17 STOCK APPRECIATION RIGHT. An Award made pursuant to Section
8 below.
2.18 STOCK OPTION. Any option to purchase shares of Common Stock
granted pursuant to Section 7.
2.19 UNRESTRICTED STOCK AWARD. An Award made pursuant to Section
10 below.
3. AWARDS UNDER THE PLAN. Two types of Stock Options (referred to herein
as "Stock Options" without distinction between such two types) may be granted
under the Plan: Stock Options intended to qualify as Incentive Stock Options and
Nonqualified Stock Options. The Plan also permits the Award of Stock
Appreciation Rights that provide additional compensation based on appreciation
in the Company's Common Stock, Restricted Stock Awards, Unrestricted Stock
Awards, Deferred Stock Awards, Performance Unit Awards and Other Stock-Based
Awards.
4. ADMINISTRATION.
4.1 ADMINISTRATION BY BOARD. Subject to Section 4.2, the Plan
Administrator shall be the Board of Directors of the Company (the "Board")
during such periods of time as all members of the Board are "disinterested
persons" as defined in Rule 16b-3(c)(2)(i) promulgated by the Securities and
Exchange Commission (a "disinterested person"). Subject to the provisions of the
Plan, the Plan Administrator shall have authority to construe and interpret the
Plan, to promulgate, amend, and rescind rules and regulations relating to its
administration, from time to time to select from among the eligible employees
(as determined pursuant to Section 5) of the Company and its subsidiaries those
employees to whom Awards will be granted, to determine the timing and manner of
the grant of the Awards, to determine the exercise price, the number of shares
covered by and all of the terms of the Awards, to determine the duration and
purpose of leaves of absence which may be granted to Award holders without
constituting termination of their employment for purposes of
2
7
the Plan, and to make all of the determinations necessary or advisable for
administration of the Plan. The interpretation and construction by the Plan
Administrator of any provision of the Plan, or of any agreement issued and
executed under the Plan, shall be final and binding upon all parties. No member
of the Board shall be liable for any action or determination undertaken or made
in good faith with respect to the Plan or any agreement executed pursuant to the
Plan.
4.2 ADMINISTRATION BY COMPENSATION COMMITTEE. The Board may, in
its sole discretion, delegate any or all of its duties as Plan Administrator,
and at any time the Board includes any person who is not a disinterested person,
the Board shall delegate all of its duties as Plan Administrator during such
period of time, to a committee (the "Compensation Committee") of not fewer than
two (2) members of the Board, all of the members of which Compensation Committee
shall be persons who, in the opinion of counsel to the Company, are
disinterested persons, to be appointed by and serve at the pleasure of the
Board. From time to time, the Board may increase or decrease (to not less than
two members) the size of the Compensation Committee, and add additional members
to, or remove members from, the Compensation Committee. The Compensation
Committee shall act pursuant to a majority vote, or the written consent of a
majority of its members, and minutes shall be kept of all of its meetings and
copies thereof shall be provided to the Board. Subject to the provisions of the
Plan and the directions of the Board, the Compensation Committee may establish
and follow such rules and regulations for the conduct of its business as it may
deem advisable. No member of the Compensation Committee shall be liable for any
action or determination undertaken or made in good faith with respect to the
Plan or any agreement executed pursuant to the Plan.
5. ELIGIBILITY. Any employee (including any officer who is an employee)
of the Company or any of its subsidiaries shall be eligible to receive an Award
under the Plan; provided, however, that no person who owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or any of its parent or subsidiary corporations shall be eligible to
receive an Incentive Stock Option under the Plan unless at the time such Stock
Option is granted the Stock Option price (determined in the manner provided in
Section 7.2) is at least 110% of the Fair Market Value of the shares subject to
the Stock Option and such Stock Option by its terms is not exercisable after the
expiration of five years from the date such Stock Option is granted. An employee
may receive more than one Award under the Plan.
6. SHARES SUBJECT TO THE PLAN.
6.1 AVAILABLE SHARES. The shares available for grant of Awards
under the Plan shall be shares of the Company's authorized but unissued, or
reacquired, Common Stock. The aggregate number of shares which may be issued
pursuant to exercise of Awards granted under the Plan shall not exceed
24,800,000(1) shares of Common Stock (after giving effect to stock splits
effected on or before February 8, 2000 and as subject to further adjustment as
provided in Section 6.2). In the event that the grant of any Award under the
Plan for any reason expires, is terminated or surrendered without being
exercised in full or is exercised or surrendered without the distribution of
shares, the shares of Common Stock allocable to the unexercised portion of the
Award shall again be available for grant and distribution under the Plan as if
no Award had been granted with respect to such shares.
----------
(1) As amended on June 25, 1999, June 21, 2000, and June 13, 2001.
3
8
6.2 LIMITATION ON NUMBER OF SHARES SUBJECT TO AWARDS. In no
event shall any participant in the Plan be granted Awards in any one calendar
year pursuant to which the aggregate number of shares of Common Stock that may
be acquired thereunder exceeds 500,000(2) shares.
6.3 CAPITAL STRUCTURE ADJUSTMENTS. Except as otherwise provided
herein, appropriate and proportionate capital structure adjustments shall be
made in the number and class of shares subject to the Plan, to the Award rights
granted under the Plan, and the exercise price of such Award rights, in the
event of a stock dividend (but only on Common Stock), stock split, reverse stock
split, recapitalization, reorganization, merger, consolidation, separation, or
like change in the corporate or capital structure of the Company. In the event
of a liquidation of the Company, or a merger, reorganization, or consolidation
of the Company with any other corporation in which the Company is not the
surviving corporation or the Company becomes a wholly owned subsidiary of
another corporation, any unexercised Award rights theretofore granted under the
Plan shall be deemed cancelled unless the surviving corporation in any such
merger, reorganization, or consolidation elects to assume the Award rights under
the Plan or to use substitute Award rights in place thereof; provided, however,
that, notwithstanding the foregoing, if such Award rights would otherwise be
cancelled in accordance with the foregoing, the Award recipient shall have the
right, exercisable during a ten-day period ending on the fifth day prior to such
liquidation, merger, or consolidation, to exercise the Award rights without
regard to any restrictions on exercisability. To the extent that the foregoing
adjustments relate to stock or securities of the Company, such adjustments shall
be made by the Plan Administrator, the determination of which in that respect
shall be final, binding, and conclusive, provided that each Incentive Stock
Option granted pursuant to the Plan shall not be adjusted in a manner that
causes it to fail to continue to qualify as an incentive stock option within the
meaning of Section 422 of the Code.
7. TERMS AND CONDITIONS OF STOCK OPTIONS. Stock Options granted under
the Plan shall be evidenced by agreements (which need not be identical) in such
form and containing such provisions which are consistent with the Plan as the
Plan Administrator shall from time to time approve. Such agreements may
incorporate all or any of the terms hereof by reference and shall comply with
and be subject to the following terms and conditions:
7.1 NUMBER OF SHARES SUBJECT TO STOCK OPTION. Each Stock Option
agreement shall specify the number of shares subject to the Stock Option.
7.2 STOCK OPTION PRICE. The purchase price for the shares
subject to any Stock Option shall be such amount as is determined by the Plan
Administrator, but not less than par value per share. Anything to the contrary
notwithstanding, the purchase price for the shares subject to any Incentive
Stock Option shall not be less than 100% of the Fair Market Value of the shares
of Common Stock of the Company on the date the Stock Option is granted. In the
case of an Incentive Stock Option granted to an employee who owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or any of its parent or subsidiary corporations, the Stock
Option price shall not be less than 110% of the Fair Market Value of the shares
of Common Stock of the Company on the date the Stock Option is granted.
----------
(2) As amended on August 11, 1997.
4
9
7.3 NOTICE AND PAYMENT. Any exercisable portion of a Stock
Option may be exercised only by:
(a) delivery of a written notice to the Company, prior
to the time when such Stock Option becomes unexercisable under Section 7.4,
stating the number of shares being purchased and complying with all applicable
rules established by the Plan Administrator;
(b) payment in full of the exercise price of such Option
by, as applicable, (i) cash or check for an amount equal to the aggregate Stock
Option exercise price for the number of shares being purchased, (ii) in the
discretion of the Plan Administrator, upon such terms as the Plan Administrator
shall approve, a copy of instructions to a broker directing such broker to sell
the Common Stock for which such Option is exercised, and to remit to the Company
the aggregate exercise price of such Options (a "cashless exercise"), or (iii)
in the discretion of the Plan Administrator, upon such terms as the Plan
Administrator shall approve, the Optionee may pay all or a portion of the
purchase price for the number of shares being purchased by tendering shares of
the Company's Common Stock owned by the Optionee, duly endorsed for transfer to
the Company, with a Fair Market Value on the date of delivery equal to the
aggregate purchase price of the shares with respect to which such Stock Option
or portion is thereby exercised (a "stock-for-stock exercise");
(c) payment of the amount of tax required to be withheld
(if any) by the Company or any parent or subsidiary corporation as a result of
the exercise of a Stock Option. At the discretion of the Plan Administrator,
upon such terms as the Plan Administrator shall approve, the Optionee may pay
all or a portion of the tax withholding by (i) cash or check payable to the
Company, (ii) cashless exercise, (iii) stock-for-stock exercise, or (iv) a
combination of (1), (2) and (3); and
(d) delivery of a written notice to the Company
requesting that the Company direct the transfer agent to issue to the Optionee
(or to his designee) a certificate for the number of shares of Common Stock for
which the Option was exercised or, in the case of a cashless exercise, for any
shares that were not sold in the cashless exercise.
Notwithstanding the foregoing, the Company may extend and maintain, or
arrange for the extension and maintenance of, credit to any Optionee to finance
the Optionee's purchase of shares pursuant to exercise of any Stock Option, on
such terms as may be approved by the Plan Administrator, subject to applicable
regulations of the Federal Reserve Board and any other laws or regulations in
effect at the time such credit is extended. The Plan Administrator may, at any
time and in its discretion, authorize a cash payment, determined in accordance
with Section 8.3(f), which shall not exceed the amount required to pay in full
the federal, state and local tax consequences of an exercise of any Stock Option
granted under the Plan.
7.4 TERM OF STOCK OPTION. No Stock Option shall be exercisable
after the expiration of the earliest of (a) ten years after the date the Stock
Option is granted, (b) three months after the date the Optionee's employment
with the Company and its subsidiaries terminates if such termination is for any
reason other than Disability or death, or (c) one year after the date the
Optionee's employment with the Company and its subsidiaries terminates if such
termination is a result of death or Disability; provided, however, that the
Stock Option agreement for any Stock Option may provide for shorter periods in
each of the foregoing instances. In the case of an Incentive Stock Option
granted to an employee who owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or any of its
parent or subsidiary
5
10
corporations, the term set forth in (a), above, shall not be more than five
years after the date the Stock Option is granted.
7.5 EXERCISE OF STOCK OPTION. No Stock Option shall be
exercisable during the lifetime of an Optionee by any person other than the
Optionee. Subject to the foregoing, the Plan Administrator shall have the power
to set the time or times within which each Stock Option shall be exercisable and
to accelerate the time or times of exercise. Unless otherwise provided by the
Plan Administrator, each Stock Option granted under the Plan shall become
exercisable on a cumulative basis as to 25% of the total number of shares
covered thereby at any time after one year from the date the Stock Option is
granted and an additional 6.25% of such total number of shares at any time after
the end of each consecutive calendar quarter thereafter until the Stock Option
has become exercisable as to all of such total number of shares. To the extent
that an Optionee has the right to exercise a Stock Option and purchase shares
pursuant thereto, the Stock Option may be exercised from time to time as
provided in Section 7.3.
7.6 NO TRANSFER OF STOCK OPTION. No Stock Option shall be
transferable by an Optionee otherwise than by will or the laws of descent and
distribution.
7.7 LIMIT ON INCENTIVE STOCK OPTIONS. The aggregate fair market
value (determined at the time the Option is granted) of the stock with respect
to which Incentive Stock Options granted under this Plan are exercisable for the
first time by an Optionee during any calendar year shall not exceed $100,000. To
the extent that the aggregate Fair Market Value (determined at the time the
Stock Option is granted) of the stock with respect to which Incentive Stock
Options are exercisable for the first time by an Optionee during any calendar
year (under all Incentive Stock Option plans of the Company and any parent or
subsidiary corporations) exceeds $100,000, such Stock Options shall be treated
as Nonqualified Stock Options. The determination of which Stock Options shall be
treated as Nonqualified Stock Options shall be made by taking Stock Options into
account in the order in which they were granted.
7.8 NO FRACTIONAL SHARES. In no event shall the Company be
required to issue fractional shares upon the exercise of a Stock Option.
7.9 EXERCISABILITY IN THE EVENT OF DEATH. In the event of the
death of the Optionee, any Stock Option or unexercised portion thereof granted
to the Optionee, to the extent exercisable by him or her on the date of death,
may be exercised by the Optionee's personal representatives, heirs, or legatees
subject to the provisions of Section 7.4 hereof.
7.10 MODIFICATION, EXTENSION, AND RENEWAL OF STOCK OPTIONS.
Subject to the terms and conditions and within the limitations of the Plan, the
Plan Administrator may modify, extend, or renew outstanding Stock Options
granted under the Plan, accept the surrender of outstanding Stock Options (to
the extent not theretofore exercised) and authorize the granting of new Stock
Options in substitution therefor (to the extent not theretofore exercised). The
Plan Administrator may modify any outstanding Stock Options so as to specify a
lower exercise price or accept the surrender of outstanding Stock Options and
authorize the grant of new Stock Options in substitution therefor specifying a
lower price. The Plan Administrator shall not, however, without the consent of
the Optionee, modify any outstanding Incentive Stock Option in any manner which
would cause the Stock Option not to qualify as an Incentive Stock Option within
the meaning of Section 422 of the Code. Notwithstanding the foregoing, no
modification of a Stock Option shall,
6
11
without the consent of the Optionee, alter or impair any rights of the Optionee
under the Stock Option.
7.11 1994 DISTRIBUTION. The following provisions shall apply to
the options issued under this Plan in connection with the conversion and
adjustment of options which are outstanding under the Emulex Corporation
Employee Stock Option Plan (the "Emulex Plan") on the "Distribution Date"
specified in the Distribution Agreement (the "Distribution Agreement") providing
for the distribution of all of the outstanding common stock of the Company (the
"Distribution") to the stockholders of Emulex Corporation, a Delaware
corporation ("Emulex"), on the Distribution Date and a reverse stock split of
the outstanding shares of common stock of the Company in connection with the
Distribution pursuant to which each two outstanding shares of common stock of
the Company on the Distribution Date will be combined to become one share of
common stock of the Company (the "Reverse Stock Split"), with all fractional
shares being acquired by the Company for cash:
(a) Adjustment of Options for Reverse Stock Split. Upon
the effectiveness of the Reverse Stock Split, each option then outstanding under
the Emulex Plan shall be automatically adjusted pursuant to the terms of the
Emulex Plan so that the total number of shares of common stock of Emulex
purchasable under such option and the number of shares of such common stock
purchasable as of any given point in time shall be halved and the purchase price
per share of such common stock shall be doubled.
(b) Conversion of Options Upon the Distribution. Upon
the Distribution, except as otherwise provided in a written instrument with
respect to a specified option outstanding under the Plan on the date of the
Distribution, each option then outstanding under the Emulex Plan (an
"Outstanding Option") shall be automatically converted into two separately
exercisable options (collectively, the "New Options"), one to purchase common
stock of the Company (a "Company Option") and the other to purchase common stock
of Emulex (a "New Emulex Option"). Each Company Option will be deemed granted
under the Plan and each New Emulex Option will be deemed granted under the
Emulex Plan. Each New Option shall be exercisable for a number of shares equal
to the number of shares subject to purchase under the unexercised portion of the
related Outstanding Option (as adjusted as a result of the Reverse Stock Split
as provided herein).
(c) Option Terms and Conditions. Except as otherwise
provided in this Section 7.11, each New Option shall contain and continue to be
subject to the same terms and conditions of the related Outstanding Option,
including, without limitation, provisions relating to the term and expiration of
the option; exercisability of the option; payment for shares purchased upon
exercise of the option; adjustments in the shares and exercise price under the
option, cancellation of the option, and/or acceleration of exercisability of the
option in the event of any stock dividend, stock split, reverse stock split,
merger, consolidation, liquidation, recapitalization or reorganization of the
Company or Emulex, as the case may be; or acceleration of exercisability of the
option as a result of a change in control of the Company or Emulex, as the case
may be. For purposes of determining expiration of the term and vesting of the
right to exercise a Company Option received in connection with the conversion of
an Outstanding Option held by a person who is employed by Emulex immediately
after the Distribution (an "Emulex Employee"), such Emulex Employee's employment
with Emulex following the Distribution shall be treated the same as if such
Emulex Employee had continued to be employed by the Company or one of its
subsidiaries; and termination of such Emulex Employee's employment with Emulex
and its subsidiaries after the Distribution shall be treated as termination of
such Emulex Employee's employment with the Company and its
7
12
subsidiaries, irrespective of whether such Emulex Employee may become employed
by the Company or one of its subsidiaries following termination of his or her
employment with Emulex and its subsidiaries. For purposes of determining
expiration of the term and vesting of the right to exercise a New Emulex Option
received in connection with the conversion of an Outstanding Option held by a
person who is employed by the Company or one of its subsidiaries immediately
after the Distribution (a "Company Employee"), such Company Employee's
employment with the Company (or any of its subsidiaries) following the
Distribution shall be treated the same as if such Company Employee were employed
by Emulex or one of its subsidiaries; and termination of such Company Employee's
employment with the Company and its subsidiaries after the Distribution shall be
treated as termination of his or her employment with Emulex and its
subsidiaries, irrespective of whether such Company Employee may become employed
by Emulex or one of its subsidiaries following termination of his or her
employment with the Company and its subsidiaries.
(d) Option Price. Upon the Distribution, the purchase
price per share of stock purchasable under each New Option shall be adjusted to
give effect to the Distribution by allocating the purchase price per share of
the stock purchasable under the related Outstanding Option between the Company
Option and the New Emulex Option proportionately such that the purchase price
per share under the Company Option shall be equal to the product of the purchase
price per share under the related Outstanding Option (adjusted as a result of
the Reverse Stock Split as provided herein) multiplied by a fraction, the
numerator of which is the fair market value of a share of common stock of the
Company and the denominator of which is the sum of the fair market value of a
share of common stock of the Company plus the fair market value of a share of
common stock of Emulex; and the purchase price per share under the Emulex Option
shall be equal to the product of the purchase price per share under the related
Outstanding Option (adjusted as a result of the Reverse Stock Split as provided
herein) multiplied by a fraction, the numerator of which is the fair market
value of a share of common stock of Emulex and the denominator of which is the
sum of the fair market value of a share of common stock of Emulex plus the fair
market value of a share of common stock of the Company.
(e) Fair Market Value. For purposes of this Section
7.11, the fair market value of a share of common stock of the Company and a
share of common stock of Emulex shall be the average of the closing sales prices
per share of common stock of the Company and common stock of Emulex,
respectively, as quoted on the NASDAQ National Market System as reported in the
Wall Street Journal for each of the 20 trading days beginning on the day
following the Distribution Date, and if there is no closing sale price reported
on the NASDAQ National Market System for either common stock of the Company or
common stock of Emulex for one or more days during such period, the
determination shall be made utilizing the earliest 20 days following the day
following the Distribution Date on which closing sales prices are reported for
such stock.
7.12 OTHER PROVISIONS. Each Stock Option may contain such other
terms, provisions, and conditions not inconsistent with the Plan as may be
determined by the Plan Administrator.
8. STOCK APPRECIATION RIGHTS.
8.1 GENERAL. A Stock Appreciation Right is a grant entitling the
recipient to receive an amount in cash or shares of the Common Stock of the
Company or a combination thereof having a value equal to (or if the Plan
Administrator shall so determine at time of grant, less than) the excess of the
Fair Market Value of
8
13
a share on the date of exercise over the Fair Market Value of a share on the
date of grant (or over the Stock Option exercise price, if the Stock
Appreciation Rights are granted in tandem with a Stock Option) multiplied by the
number of shares with respect to which the Stock Appreciation Rights shall have
been exercised, with the Plan Administrator having the sole discretion to
determine the form of payment. In any event, cash shall be paid in lieu of
fractional shares.
8.2 GRANT AND EXERCISE. Stock Appreciation Rights may be granted
in tandem with the grant of any Stock Option or independent of any Stock Option
granted under the Plan. In the case of a tandem grant with a Nonqualified Stock
Option, such Stock Appreciation Rights may be granted either at or after the
grant of such Nonqualified Stock Option. In the case of a tandem grant with an
Incentive Stock Option, Stock Appreciation Rights may be granted only at the
time of the grant of such Incentive Stock Option. Stock Appreciation Rights or
any applicable portion thereof granted in tandem with a given Stock Option shall
terminate and no longer be exercisable upon the termination or exercise of the
related Stock Option, except that, unless otherwise provided by the Plan
Administrator at the time of grant, a right granted with respect to less than
the full number of shares covered by a related tandem Stock Option shall be
reduced only if and to the extent that the number of shares covered by the
exercise or termination of the related tandem Stock Option exceeds the number of
shares not covered by the Stock Appreciation Rights.
8.3 TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS. Stock
Appreciation Rights shall be subject to the following terms and conditions and
to such other terms and conditions not inconsistent with the Plan as the Plan
Administrator may from time to time determine:
(a) No Stock Appreciation Rights shall be exercisable in
whole or in part during the first six months of the grant term.
(b) Stock Appreciation Rights granted in tandem with a
Stock Option shall be exercisable by the Optionee (or such other person entitled
under the Plan to exercise the Stock Option contained in the tandem grant) only
at such time or times, and to the extent, that the related tandem Stock Option
is exercisable and only when the Fair Market Value of the stock subject to the
tandem Stock Option exceeds the exercise price of such Stock Option. Upon the
exercise of Stock Appreciation Rights, the applicable portion of any related
tandem Stock Option shall be surrendered. Stock Appreciation Rights granted
independent of any Stock Option shall be exercisable by the holder in such
manner and within such period or periods as shall be determined by the Plan
Administrator pursuant to the terms of the Stock Appreciation Rights agreement
evidencing the grant.
(c) Stock Appreciation Rights granted in tandem with a
Stock Option shall be transferable only with such Stock Option. Stock
Appreciation Rights shall not be transferable otherwise than by will or the laws
of descent and distribution. All Stock Appreciation Rights shall be exercisable
during the holder's lifetime only by the holder or the holder's legal
representative or guardian.
(d) The Plan Administrator may, at any time and in its
discretion, authorize a cash payment in respect of a grant or exercise under the
Plan which shall not exceed the amount required to pay in full the federal,
state and local tax consequences of an exercise of any Award granted under this
Plan. The Plan Administrator shall have sole and complete authority to decide
whether to make such cash payments in any case, to make provision for such
payments either simultaneously with or after any grant, and to determine the
amount of any such payment.
9
14
8.4 RULES RELATING TO EXERCISE. In the case of a holder subject
to Section 16(b) of the Securities Exchange Act of 1934, as amended from time to
time, no Stock Appreciation Rights shall be exercised except in compliance with
any applicable requirements of Rule 16b-3(e) promulgated by the Securities and
Exchange Commission or any successor rule. The Plan Administrator may impose
such conditions on the exercise of Stock Appreciation Rights (including, without
limitation, to limit the time of exercise to specified window periods following
the release of quarterly and annual statements of sales and earnings or to fixed
dates that are outside the control of the Stock Appreciation Rights holder) as
may be required to satisfy the requirements of Rule 16b-3 or any successor rule.
9. RESTRICTED STOCK.
9.1 GENERAL. A Restricted Stock Award is an Award entitling the
recipient to acquire shares of Common Stock, subject to such conditions,
including the right of the Company during a specified period or periods to
repurchase such shares at their original price or to require forfeiture of such
shares (if no cash consideration was paid) upon the participant's termination of
employment, as the Plan Administrator may determine at the time of grant. The
Plan Administrator may award shares of Restricted Stock (i) at no cost to the
recipient (or for a purchase price not in excess of the par value of the shares)
or (ii) for a purchase price determined by the Plan Administrator on the date of
grant. Shares of Restricted Stock may be granted or sold in respect of past
services or other valid consideration.
9.2 AWARD AGREEMENT AND CERTIFICATES. A participant who is
granted a Restricted Stock Award shall have no rights with respect to such Award
unless the participant shall have accepted the Award within sixty days (or such
shorter period as the Plan Administrator may specify) following the Award date
by executing and delivering to the Company a Restricted Stock Award agreement in
such form as the Plan Administrator shall determine and by making payment to the
Company by certified or bank check or instrument acceptable to the Plan
Administrator any cash consideration required to be paid in connection with such
Restricted Stock Award. Each participant receiving a Restricted Stock Award
shall be issued a certificate in respect of such shares of Restricted Stock.
Such certificate shall be registered in the name of the participant and
deposited with the Company or its designee, and shall bear an appropriate legend
referring to the terms, conditions and restrictions applicable to such Award,
substantially in the following form:
"This certificate and the shares of stock represented
hereby are subject to the terms and conditions
(including forfeiture and restrictions against transfer)
contained in the QLogic Corporation Stock Awards Plan
and an agreement entered into between the registered
owner and QLogic Corporation. Release from such terms
and conditions shall be obtained only in accordance with
the provisions of the Plan and the agreement, copies of
which are on file in the office of the Secretary of
QLogic Corporation."
The Plan Administrator may require that, as a condition of any Restricted Stock
Award, the participant shall have delivered to the Company a stock power,
endorsed in blank, relating to the Stock covered by such Award.
9.3 RIGHTS AS A STOCKHOLDER. Upon complying with Section 9.2
above, a participant shall have all the rights of a stockholder with respect to
the Restricted Stock including
10
15
voting and dividend rights, subject to nontransferability restrictions, Company
repurchase or forfeiture rights and any other condition described in this
Section 9 or contained in the Restricted Stock Award agreement. The Restricted
Stock Award agreement may require or permit the immediate payment, waiver,
deferral, or investment of dividends paid on the Restricted Stock.
9.4 RESTRICTIONS. Shares of Restricted Stock may not be sold,
assigned, transferred, pledged, or otherwise encumbered or disposed of except as
specifically provided herein and in the Restricted Stock Award agreement. Unless
the Plan Administrator in its discretion provides otherwise, all shares of
Restricted Stock shall be subject to the restrictions against transfer and to
the Company's right to repurchase or require forfeiture set forth in this
Section 9.4 for a period of six months from the date of grant.
The Plan Administrator shall specify the date or dates
(which may depend upon or be related to the attainment of performance goals or
such other factors or criteria as the Plan Administrator shall determine) on
which the nontransferability of the Restricted Stock and the obligation to
forfeit or resell such shares to the Company shall lapse. The Plan Administrator
may provide for the lapse of such restrictions in installments and at any time
may accelerate such date or dates and otherwise waive or, subject to Section 15
below, amend any terms and conditions of the Award.
Except as otherwise may be provided in the Award
agreement or determined by the Plan Administrator at any time after the date of
grant, in the event of termination of employment of a participant with the
Company and its subsidiaries for any reason (including death), the participant
or the participant's legal representative shall resell to the Company, at the
cash consideration paid therefor, all Restricted Stock, and the Company shall
purchase such shares at that price, or if no cash consideration was paid, all
shares of Restricted Stock awarded to the participant shall automatically be
forfeited to the Company.
Any shares of Stock or other securities of the Company
or any other entity which are issued as a distribution on, or in exchange for,
Restricted Stock or into which Restricted Stock is converted as a result of a
recapitalization, stock dividend, distribution of securities, stock split or
combination of shares or a merger, consolidation or sale of substantially all of
the assets of the Company shall be subject to the restrictions set forth in the
Restricted Stock Award agreement, which shall inure to the benefit of any
surviving or successor corporation which is the issuer of such securities. Upon
the lapse of the restrictions applicable to a participant's Restricted Stock,
certificates for shares of Stock free of any restrictive legend shall be
delivered to the participant or his legal representative or guardian.
9.5 SECTION 83(b) ELECTION. Any Restricted Stock Award agreement
may provide that the participant may not elect to be taxed with respect to such
Award in accordance with Section 83(b) of the Code.
10. UNRESTRICTED STOCK. The Plan Administrator may, in its sole
discretion, grant (or sell at a purchase price determined by the Plan
Administrator at the time of sale) to any participant shares of Common Stock
free of restrictions under the Plan ("Unrestricted Stock"). Shares of
Unrestricted Stock may be granted or sold as described in the preceding sentence
in respect of past services or other valid consideration. Any purchase of
Unrestricted Stock by a recipient must take place within sixty days after the
time of grant of the right to purchase such shares. Notwithstanding the
foregoing, any shares of Unrestricted Stock granted to a participant subject to
Section 16(b) of
11
16
the Act may not be sold or otherwise disposed of for value for a period of six
months from the date of grant.
11. DEFERRED STOCK AWARDS.
11.1 GENERAL. A Deferred Stock Award is an Award entitling the
recipient to acquire shares of Common Stock without payment in one or more
installments at a future date or dates, all as determined by the Plan
Administrator. The Plan Administrator may also condition such acquisition on the
attainment of specified performance goals or such other factors or criteria as
the Plan Administrator shall determine. Unless the Plan Administrator in its
discretion provides otherwise, the deferral with respect to any Deferred Stock
Award shall be no less than six months from the date of grant.
11.2 AWARD AGREEMENT. A participant who is granted a Deferred
Stock Award shall have no rights with respect to such Award unless within sixty
days of the grant of such Award (or such shorter period as the Plan
Administrator may specify) the participant shall have accepted the Award by
executing and delivering to the Company a Deferred Stock Award agreement.
11.3 ELECTIVE DEFERRAL. A participant may elect to further defer
receipt of the Common Stock payable under a Deferred Stock Award (or an
installment of the Award) for a specified period or until a specified event,
subject in each case to the Plan Administrator's approval and under such terms
as determined by the Plan Administrator. Subject to any exceptions adopted by
the Plan Administrator, such election must generally be made at least 12 months
prior to completion of the deferral period for the Award (or for such
installment of the Award).
11.4 TERMINATION. Except as may otherwise be provided in the
Deferred Stock Award agreement, a participant's rights in all Deferred Stock
Awards shall automatically terminate upon the participant's termination of
employment with the Company and its Subsidiaries for any reason (including
death). At any time prior to the participant's termination of employment, the
Plan Administrator may in its discretion accelerate, waive, or, subject to
Section 15 below, amend any or all of the restrictions or conditions imposed
under any Deferred Stock Award.
11.5 PAYMENTS IN RESPECT OF DEFERRED STOCK. Without limiting the
right of the Plan Administrator to specify different terms, the Deferred Stock
Award agreement may either make no provisions for, or may require or permit the
immediate payment, deferral, or investment of amounts equal to, or less than,
any cash dividends which would have been payable on the Deferred Stock had such
Stock been outstanding, all as determined by the Plan Administrator in its sole
discretion.
12. PERFORMANCE UNIT AWARDS.
12.1 GENERAL. A Performance Unit Award is an Award entitling the
recipient to acquire cash or shares of Common Stock, or a combination of cash
and Common Stock, upon the attainment of specified performance goals. The Plan
Administrator in its sole discretion shall determine whether and to whom
Performance Unit Awards shall be made, the performance goals applicable under
each such Award, the periods during which performance is to be measured, and all
other limitations and conditions applicable to the Performance Unit Award.
Notwithstanding the foregoing, no Performance Unit Award shall be exercisable in
whole or in part during the first six months following the date of grant.
Performance goals may vary from participant to participant and
12
17
between groups of participants and shall be based upon such Company, business
unit or individual performance factors or criteria as the Plan Administrator may
deem appropriate. Performance periods may overlap and participants may
participate simultaneously with respect to Performance Unit Awards that are
subject to different performance periods and different performance goals. The
Plan Administrator may adjust the performance goals and periods applicable to a
Performance Unit Award to take into account changes in law and accounting and
tax rules, and to make such adjustments as the Plan Administrator deems
necessary or appropriate to reflect the inclusion or exclusion of the impact of
extraordinary or unusual items, events or circumstances in order to avoid
windfalls or hardships. Performance Units may be awarded independent of or in
connection with the grant of any other Award under the Plan.
12.2 AWARD AGREEMENT. A participant shall have no rights with
respect to a Performance Unit Award unless within sixty days of the grant of
such Award (or such shorter period as the Plan Administrator may specify) the
participant shall have accepted the Award by executing and delivering to the
Company a Performance Unit Award agreement.
12.3 TERMINATION. Except as may otherwise be provided by the
Plan Administrator at any time prior to the termination of employment, a
participant's rights and all Performance Unit Awards shall automatically
terminate upon the participant's termination of employment by the Company and
its Subsidiaries for any reason (including death).
12.4 ACCELERATION; WAIVER. At any time prior to the
participant's termination of employment with the Company and its Subsidiaries,
the Plan Administrator may in its sole discretion accelerate, waive, or, subject
to Section 15 below, amend any or all of the goals, restrictions or conditions
imposed under any Performance Unit Award.
12.5 EXERCISE. The Plan Administrator in its sole discretion
shall establish procedures to be followed in exercising any Performance Unit
Award, which procedure shall be set forth in the Performance Unit Award
agreement. The Plan Administrator may at any time provide that payment under a
Performance Unit Award shall be made, upon satisfaction of the applicable
performance goals, without any exercise by the participant. Except as otherwise
specified by the Plan Administrator, (i) a Performance Unit granted in tandem
with a Stock Option is exercisable, and (ii) the exercise of a Performance Unit
granted in tandem with any Award shall reduce the number of shares of Common
Stock subject to the related Award on such basis as is specified in the
Performance Unit Award agreement.
13. OTHER STOCK-BASED AWARDS.
13.1 GENERAL. The Plan Administrator may grant other Awards
under which Common Stock is or may in the future be acquired ("Other Stock-Based
Awards"). Such Awards may include, without limitation, debt securities
convertible into or exchangeable for shares of Common Stock upon such
conditions, including attainment of performance goals, as the Plan Administrator
shall determine. No Other Stock-Based Award shall be exercisable in whole or in
part during the first six months following the date of grant or, if shares of
Common Stock are awarded to a participant on the date of grant, such Stock shall
be subject to restrictions against transfer for a period of no less than six
months from the date of grant. Subject to the purchase price limitations in
Section 13.2 below, such convertible or exchangeable securities may have such
terms and conditions as the Plan Administrator may determine at the time of
grant. However, no convertible or exchangeable debt shall be issued unless the
Plan Administrator shall have provided (by the
13
18
Company's right of repurchase, right to require conversion or exchange, or other
means deemed appropriate by the Plan Administrator) a means of avoiding any
right of the holders of such debt to prevent a Company transaction by reason of
covenants in such debt.
13.2 PURCHASE PRICE; FORM OF PAYMENT. The Plan Administrator may
determine the consideration, if any, payable upon the issuance or exercise of an
Other Stock-Based Award. However, no shares of Common Stock (whether acquired by
purchase, conversion, or exchange or otherwise) shall be issued unless (i)
issued at no cost to the recipient (or for a purchase price not in excess of the
par value of the shares), or (ii) sold, exchanged, or converted by the Company,
and the Company shall have received payment for such Stock or securities so
sold, exchanged, or converted equal to at least 50% of Fair Market Value of the
Stock on the grant or effective date, or the exchange or conversion date, under
the Award, as specified by the Plan Administrator. The Plan Administrator may
permit payment by certified check or bank check or other instrument acceptable
to the Plan Administrator or by surrender of other shares of Common Stock
(excluding shares then subject to restrictions under the Plan).
13.3 FORFEITURE OF AWARDS; REPURCHASE OF STOCK; ACCELERATION OF
WAIVER OF RESTRICTIONS. The Plan Administrator may determine the conditions
under which an other Stock-Based Award shall be forfeited or, in the case of an
Award involving a payment by the recipient, the conditions under which the
Company may or must repurchase such Award or related Stock. At any time the Plan
Administrator may in its sole discretion accelerate, waive, or, subject to
Section 15 below, amend any or all of the limitations or conditions imposed
under any Other Stock-Based Award.
13.4 AWARD AGREEMENTS. A participant shall have no rights with
respect to any Other Stock-Based Award unless within sixty days after the grant
of such Award (or such shorter period as the Plan Administrator may specify) the
participant shall have accepted the Award by executing and delivering to the
Company an Other Stock-Based Award agreement.
13.5 DEEMED DIVIDEND PAYMENTS; DEFERRALS. Without limiting the
right of the Plan Administrator to specify different terms, an Other Stock-Based
Award agreement may require or permit the immediate payment, waiver, deferral,
or investment of dividends or deemed dividends payable or deemed payable on
Stock subject to the Award.
14. SUPPLEMENTAL GRANTS.
14.1 LOANS. The Company may extend and maintain, or arrange for
the extension and maintenance of, credit to any Award recipient to finance the
participant's purchase of shares pursuant to the exercise of any Award, on such
terms as may be approved by the Plan Administrator, subject to applicable
regulations of the Federal Reserve Board and any other laws or regulations in
effect at the time such credit is extended, either on or after the date of grant
of such Award. Such loans may be either in connection with the grant or exercise
of any Award, or in connection with the payment of any federal, state and local
income taxes in respect of income recognized under an Award. The Plan
Administrator shall have full authority to decide whether to make a loan
hereunder and to determine the amount, term, and provisions of any such loan,
including the interest rate (which may be zero) charged in respect of any such
loan, whether the loan is to be secured or unsecured, the terms on which the
loan is to be repaid and the conditions, if any, under which it may be forgiven.
However, no loan hereunder shall provide or reimburse to the borrower the amount
used by him for the payment of the par value of any shares of Stock issued, have
a term (including
14
19
extensions) exceeding ten years in duration, or be an amount exceeding the total
exercise or purchase price paid by the borrower under an Award or for related
Stock under the Plan plus an amount equal to the cash payment permitted in
Section 14.2 below.
14.2 CASH PAYMENTS. The Plan Administrator may, at any time and
in its discretion, authorize a cash payment, in respect of the grant or exercise
of an Award under the Plan or the lapse or waiver of restrictions under an
Award, which shall not exceed the amount which would be required in order to pay
in full the federal, state and local income taxes due as a result of income
recognized by the recipient as a consequence of (i) the receipt of an Award or
the exercise of rights thereunder and (ii) the receipt of such cash payment. The
Plan Administrator shall have complete authority to decide whether to make such
cash payments in any case, to make provisions for such payments either
simultaneously with or after the grant of the associated Award, and to determine
the amount of any such payment.
15. TERMINATION OR AMENDMENT OF THE PLAN. The Board may at any time
terminate or amend the Plan; provided that, without approval of the stockholders
of the Company, there shall be, except by operation of the provisions of Section
6.2, no increase in the total number of shares covered by the Plan, no change in
the class of persons eligible to receive Awards granted under the Plan or other
material modification of the requirements as to eligibility for participation in
the Plan, no material increase in the benefits accruing to participants under
the Plan, no reduction in the exercise price of Awards granted under the Plan,
and no extension of the latest date upon which Awards may be exercised; and
provided further that, without the consent of the Award recipient, no amendment
may adversely affect any then outstanding Awards or any unexercised portion
thereof.
16. INDEMNIFICATION. In addition to such other rights of indemnification
as they may have as members of the Board or the Compensation Committee, the
members of the Plan Administrator shall be indemnified by the Company against
reasonable expense, including attorney's fees, actually and necessarily incurred
in connection with the defense of any action, suit, or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any grant thereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Company) or paid by them in satisfaction of a judgment in any
action, suit, or proceeding, except in relation to matters as to which it shall
be adjudged in such action, suit, or proceeding that such member is liable for
negligence or misconduct in the performance of his duties, provided that within
60 days after institution of any such action, suit, or proceeding, the member
shall in writing offer the Company the opportunity, at its own expense, to
handle and defend the same.
17. WITHHOLDING. Whenever the Company proposes or is required to issue
or transfer shares under the Plan, the Company shall have the right to require
the recipient to remit to the Company an amount sufficient to satisfy any
federal, state and local withholding tax requirements prior to the delivery of
any certificate or certificates for such shares of Common Stock. If a
participant surrenders shares acquired pursuant to the exercise of an Incentive
Stock Option in payment of the exercise price of an Award and such surrender
constitutes a disqualifying disposition for purposes of obtaining Incentive
Stock Option treatment under the Code, the Company shall have the right to
require the Optionee to remit to the Company an amount sufficient to satisfy any
federal, state and local withholding tax requirements prior to the delivery of
any certificate or certificates for such shares. Whenever under the Plan
payments are to be made in cash, such payments shall be net of an amount
sufficient to satisfy any federal, state and local withholding tax requirements.
A
15
20
recipient may elect with respect to any Award which is paid in whole or in part
in shares of Common Stock, to surrender previously acquired shares of Common
Stock or authorize the Company to withhold shares (valued at Fair Market Value
on the date of surrender or withholding of the shares) in satisfaction of all
such withholding requirements (the "Share Surrender Withholding Election") in
accordance with the following:
17.1 IRREVOCABLE ELECTION. Any Share Surrender Withholding
Election shall be made by written notice to the Company and thereafter shall be
irrevocable by the recipient.
17.2 APPROVAL BY PLAN ADMINISTRATOR. If a recipient is subject
to Section 16 of the Securities Exchange Act of 1934, as amended, or any
successor law, any Share Surrender Withholding Election shall be subject to the
consent or disapproval of the Plan Administrator in accordance with rules
established from time to time by the Plan Administrator.
17.3 TIMING OF ELECTION. Any Share Surrender Withholding
Election must be made prior to the date on which the recipient recognizes
taxable income with respect to the receipt of such shares (the "Tax Date").
17.4 WINDOW PERIOD. If a recipient is subject to Section 16 of
the Securities Exchange Act of 1934, as amended, or any successor law, such
person must make any Share Surrender Withholding Election:
(a) more than six months after the date of grant with
respect to which such election is made (except whenever such election is made by
a Disabled recipient or the estate or personal representative of a deceased
recipient); and
(b) either at least six months prior to the Tax Date or
during the period of ten business days beginning on the third business day
following the release for publication of the Company's summary statement of
sales and earnings for a quarter or fiscal year.
17.5 TIMING OF DELIVERY. When the Tax Date falls after the
exercise of an Award and the recipient makes a Share Surrender Withholding
Election, the full number of shares subject to the Award being exercised will be
issued, but the recipient will be unconditionally obligated to deliver to the
Company on the Tax Date the number of shares having a value on the Tax Date
equal to the recipient's federal, state and local withholding tax requirements.
17.6 TERMS IN AGREEMENT. For purposes of this Section 15, the
Plan Administrator shall have the discretion to provide (by general rule or a
provision in the specific Award agreement) that, at the election of the
recipient, "federal, state and local withholding tax requirements" shall be
deemed to be any amount designated by the recipient which does not exceed his
estimated federal, state and local tax obligations associated with the
transaction, including FICA taxes to the extent applicable.
18. UNFUNDED STATUS OF PLAN. The Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a participant by the Company, nothing set forth herein
shall give any such participant any rights that are greater than those of a
general unsecured creditor of the Company. In its sole discretion, the Plan
Administrator may authorize the creation of trusts or other arrangements to meet
the obligations created under the Plan to deliver shares or cash with respect to
the exercise of Awards hereunder, provided, however,
16
21
that the existence of such trusts or other arrangements is consistent with the
unfunded status of the Plan.
19. GENERAL PROVISIONS.
19.1 RESTRICTIONS ON ISSUANCE OF SHARES. The issuance of Awards
and shares of Common Stock shall be subject to compliance with all of the
applicable requirements of law with respect to the issuance and sale of
securities, including, without limitation, any required qualification under the
California Corporate Securities Law of 1968, as amended. If a participant
acquires shares of Common Stock pursuant to the exercise of an Award, the Plan
Administrator, in its sole discretion, may require as a condition of issuance of
shares covered by his or her Award, to represent that the shares to be acquired
pursuant to exercise of the Award will be acquired for investment and without a
view to distribution thereof; and in such case, the Company may place a legend
on the certificate evidencing the shares reflecting the fact that they were
acquired for investment and cannot be sold or transferred unless registered
under the Securities Act of 1933, as amended, or unless counsel for the Company
is satisfied that the circumstances of the proposed transfer do not require such
registration. The Company may place a legend on the certificates evidencing the
shares reflecting the fact that they are subject to restrictions on transfer
under the terms of this Section 20.1. In addition, any participant may be
required to execute a buy-sell or right of first refusal agreement in favor of
the Company or its designee with respect to all or any of the shares so
acquired. In such event, the terms of such agreement shall apply to such shares.
19.2 RIGHTS AS A STOCKHOLDER OR EMPLOYEE. A participant or
transferee of an Award shall have no right as a stockholder of the Company with
respect to any shares covered by any grant under this Plan until the date of the
issuance of a share certificate for such shares. No adjustment shall be made for
dividends (ordinary or extraordinary, whether cash, securities, or other
property) or distributions or other rights for which the record date is prior to
the date such share certificate is issued, except as provided in Section 6.2.
Nothing in the Plan or in any Award agreement shall confer upon any participant
any right to continue in the employ of the Company or any of its subsidiaries or
interfere in any way with any right of the Company or any subsidiary to
terminate the participant's employment at any time.
19.3 GOVERNING LAW. This Plan shall be governed by, and
construed in accordance with, the laws of the state of California.
20. EFFECTIVE DATE OF PLAN. The Plan shall be adopted and become
effective on the date of execution specified below subject, however, to the
approval of the Plan by the stockholders of the Company within twelve months of
the Effective Date. Unless stockholder approval is obtained within twelve months
of the Effective Date, this Plan and any Awards hereunder shall become void.
21. TERM OF PLAN. Unless sooner terminated by the Board in its sole
discretion, the Plan will expire and no Awards may be made hereunder on and
after December 1, 2003.
17
EX-23.2
6
a73473orex23-2.txt
EXHIBIT 23.2
1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
QLogic Corporation:
We consent to incorporation by reference in the registration statement on Form
S-8 of QLogic Corporation of our report dated May 15, 2001, relating to the
consolidated balance sheets of QLogic Corporation and subsidiaries as of April
1, 2001, and April 2, 2000, and the related consolidated statements of income,
stockholders' equity, and cash flows for each of the years in the three-year
period ended April 1, 2001, and the related financial statement schedule, which
report appears in the April 1, 2001, annual report on Form 10-K of QLogic
Corporation.
KPMG LLP
Orange County, California
September 20, 2001