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SEC Filings
DEF 14A
QLOGIC CORP filed this Form DEF 14A on 07/23/1996
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<PAGE>   15
 
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
 
     The graph below compares the cumulative total stockholder return on the
Company's common stock with the cumulative total return on the Nasdaq Composite
Index and the Nasdaq Computer Index for the period beginning February 28, 1994
and ended March 31, 1996.
 
                     COMPARISON OF CUMULATIVE TOTAL RETURN*
          QLOGIC CORPORATION COMMON STOCK, NASDAQ COMPOSITE INDEX AND
                             NASDAQ COMPUTER INDEX
 

<TABLE>
<CAPTION>
      MEASUREMENT PERIOD              QLOGIC CORPORA-                         NASDAQ COMPUTER
    (FISCAL YEAR COVERED)                  TION          NASDAQ COMPOSITE          INDEX
<S>                                  <C>                 <C>                 <C>
FEB-94                                        100                 100                 100
MAR-94                                     103.85               93.81               94.48
JUN-94                                      76.92               89.08               86.83
SEP-94                                      96.15               96.44               97.86
DEC-94                                     103.85               94.88              107.38
MAR-95                                      73.08              103.12              122.65
JUN-95                                      75.00              117.79              154.27
SEP-95                                      92.31              131.68              169.21
DEC-95                                     117.31              132.76              168.02
MAR-96                                     134.62              138.98              174.35
</TABLE>

 
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* Assumes that the value of the investment in the Company's common stock and
  each index was $100 on February 28, 1994.
 
            AMENDMENT OF THE NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
 
     On January 12, 1994, the Board of Directors of the Company adopted the
QLogic Corporation Non-Employee Director Stock Option Plan (the "Director Plan")
under which shares of common stock of the Company may be issued pursuant to
exercise of stock options granted under the plan to directors who are not
employees of the Company or any of its subsidiaries. The Director Plan was
approved by Emulex prior to the Distribution. Under the Director Plan, as
initially adopted, an option to purchase 12,500 shares of common stock of the
Company is granted automatically to each non-employee director of the Company
when such person first becomes an Eligible Director (as defined in the Director
Plan).
 
     In June 1996, the Board of Directors amended the Director Plan, subject to
approval of the stockholders, (i) to extend the termination date of the Plan to
December 31, 2001 from December 31, 1996, (ii) increase the number of shares of
common stock subject to the Plan by 75,000, (iii) provide for initial grants to
new directors of options to purchase 8,000 shares of common stock and (iv)
provide for annual grants to each non-employee director (other than the chairman
of the board) of options to purchase 3,000 shares of common
 
                                       13

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