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SEC Filings
DEF 14A
QLOGIC CORP filed this Form DEF 14A on 07/23/1996
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<PAGE>   24
 
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),
stock split, reverse stock split, recapitalization, reorganization, merger,
consolidation, separation, 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
 
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