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SEC Filings
DEF 14A
QLOGIC CORP filed this Form DEF 14A on 07/23/1996
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<PAGE>   11
 
(7) The named executive officer was not an employee for the entire year for
    which compensation figures are provided.
 
(8) Includes $123,033 paid pursuant to the terms of a separation agreement
    between Mr. Gable and the Company.
 
(9) Includes $84,914 paid pursuant to the terms of a separation agreement
    between Mr. Pleso and the Company.
 
SEPARATION AGREEMENT
 
     Melvin Gable resigned as the Company's President and Chief Executive
Officer effective June 7, 1995. Pursuant to the terms of a separation agreement
with Mr. Gable, the Company agreed to provide Mr. Gable with aggregate gross
separation payments totalling $112,500 payable in equal bi-weekly installments
over the six month period ended December 7, 1995. The Company also paid for the
continued group health coverage of Mr. Gable and his dependents through December
7, 1995.
 
KEY EMPLOYEE RETENTION AGREEMENT
 
     The Company has previously entered into an agreement with Mr. Desai under
which Mr. Desai would be entitled to receive the following payments and benefits
in the event of termination of his employment by the Company without cause or by
Mr. Desai because of a demotion within two years after a change in control of
the Company: (i) a severance payment equal to the present value of two times the
sum of Mr. Desai's annual salary plus the highest annual average of any two of
his last three annual bonuses; (ii) continuation for two years following
termination of employment of his health, life insurance, disability income, tax
assistance, and executive automobile benefits (reduced to the extent similar
benefits are received by him from another employer); and (iii) acceleration of
vesting of his right to exercise his stock options based on the length of his
continued employment following the grant of the option by one year upon the
change in control of the Company and full acceleration of vesting of such
exercise right in the event of termination of his employment without cause or
because of a demotion as aforsesaid within two years after the change in
control.
 
OPTION GRANTS DURING FISCAL 1996
 
     The following table sets forth information on grants of stock options
pursuant to the QLogic Corporation Stock Awards Plan during the fiscal year
ended March 31, 1996, to the officers identified in the Summary Compensation
Table:
 
                              OPTION GRANTS TABLE
                       OPTION GRANTS IN FISCAL YEAR 1996
 

<TABLE>
<CAPTION>
                                                                                         POTENTIAL
                                                                                        REALIZABLE
                                                                                     VALUE AT ASSUMED
                                                                                      ANNUAL RATES OF
                                             % OF TOTAL                                 STOCK PRICE
                                               OPTIONS                               APPRECIATION FOR
                                             GRANTED TO                               OPTION TERM(4)
                                 OPTIONS      EMPLOYEES    EXERCISE    EXPIRATION   -------------------
               NAME             GRANTED(1)   IN 1996(2)    PRICE (3)      DATE         5%        10%
    --------------------------  ----------   -----------   ---------   ----------   --------   --------
    <S>                         <C>          <C>           <C>         <C>          <C>        <C>
    H.K. Desai................    100,000       25.10%       4.750         8/8/05   $298,725   $757,028
                                   20,000        5.02        7.250         2/1/06     91,379    231,682
    Melvin G. Gable(5)........     30,000        7.53        4.750         4/4/05     89,617    227,108
    Joseph F. Pleso(5)........     12,500        3.14        4.750         4/4/05     37,341     94,628
    Thomas R. Anderson........      6,250        1.57        4.750         4/4/05     18,670     47,314
    David Tovey...............      5,000        1.25        5.875       10/24/05     18,474     46,816
    Michael Manning...........      6,500        1.63        4.750         4/4/05     19,417     49,207
</TABLE>

 
- ---------------
 
(1) The amounts in the table represent shares of the Company's common stock
    covered by stock options granted to the named individual under the QLogic
    Corporation Stock Awards Plan. Each option becomes
 
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