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SEC Filings
DEF 14A
QLOGIC CORP filed this Form DEF 14A on 07/23/1996
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<PAGE>   25
 
           (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.
 
        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 NonEmployee
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 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
 
                                       A-5

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