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SEC Filings
DEF 14A
QLOGIC CORP filed this Form DEF 14A on 07/23/1996
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<PAGE>   12
 
    exercisable on a cumulative basis as to 25% of the option shares one year
    after the date of grant and as to an additional 6.25% of the option shares
    each three month interval thereafter.
 
(2) The number of shares of Company common stock covered by the options granted
    to the named individual during the last completed fiscal year of the Company
    equals the percentage set forth below of the total number of shares of the
    Company common stock covered by all options granted by the Company during
    such year.
 
(3) The exercise price of each option is the market price of the common stock of
    the Company on the date of grant.
 
(4) These columns present hypothetical future values of the stock obtainable
    upon exercise of the options net of the option's exercise price, assuming
    that the market price of the Company's common stock appreciates at a 5% and
    10% compound annual rate over the ten year term of the options. The 5% and
    10% rates of stock price appreciation are presented as examples pursuant to
    the Proxy Rules and do not necessarily reflect management's assessment of
    the Company's future stock price performance. The potential realizable
    values presented are not intended to indicate the value of the options.
 
(5) Mr. Gable resigned as a director and officer of the Company effective June
    7, 1995. Joseph F. Pleso, the Company's Vice President of Worldwide Sales
    was appointed as interim President and Chief Executive Officer effective
    June 7, 1995 and resigned effective October 10, 1995.
 
OPTION EXERCISES IN FISCAL 1996 AND YEAR-END OPTION VALUES
 
     The following table sets forth information concerning stock options which
were exercised during, or held at the end of, fiscal 1996 by the officers named
in the Summary Compensation Table:
 
                   OPTION EXERCISES AND YEAR-END VALUE TABLE
 

<TABLE>
<CAPTION>
                                                               NUMBER OF               VALUE OF UNEXERCISED
                                                          UNEXERCISED OPTIONS          IN-THE-MONEY OPTIONS
                               SHARES                     AT FISCAL YEAR END           AT FISCAL YEAR END(1)
                            ACQUIRED ON     VALUE     ---------------------------   ---------------------------
             NAME             EXERCISE     REALIZED   EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
    ----------------------  ------------   --------   -----------   -------------   -----------   -------------
    <S>                     <C>            <C>        <C>           <C>             <C>           <C>
    H.K. Desai............        -0-          -0-          -0-        120,000        $   -0-       $ 430,000
    Melvin G. Gable(2)....        -0-          -0-          -0-            -0-            -0-             -0-
    Joseph F. Pleso(2)....      2,500        6,250          -0-            -0-            -0-             -0-
    Thomas R. Anderson....        -0-          -0-       16,250         20,000         27,406          56,944
    David Tovey...........        -0-          -0-       10,937         19,063         41,014          67,111
    Michael Manning.......        -0-          -0-       15,906         11,344         12,188          39,125
</TABLE>

 
- ---------------
 
(1) Valued at $8.75 per share.
 
(2) Mr. Gable resigned as a director and officer of the Company effective June
    7, 1995. Joseph F. Pleso was appointed as interim President and Chief
    Executive Officer effective June 7, 1995. Mr. Pleso resigned as an officer
    of the Company effective October 10, 1995.
 
C
OMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
     The current Compensation Committee of the Company consists of Mr. Wells and
Ms. Miltner, neither of whom is now, or was at any time during the last
completed fiscal year of the Company, an officer or employee of the Company.
During fiscal year 1996, no executive officer of the Company served as a member
of the Compensation Committee (or its equivalent) or as a director of any entity
whose executive officers served on either the Compensation Committee or the
Board of Directors of the Company.
 
REPORT OF EXECUTIVE COMPENSATION COMMITTEE
 
     The Compensation Committee of the Board of Directors makes this report on
executive compensation pursuant to Item 402 of Regulation S-K. Notwithstanding
anything to the contrary set forth in any of the Company's previous filings
under the Securities Act of 1933, as amended, or the Securities Exchange Act of
 
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