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SEC Filings
DEF 14A
QLOGIC CORP filed this Form DEF 14A on 07/23/1996
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<PAGE>   26
 
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 Emulex and the denominator of which is the sum of the fair market value
of a share of common stock of Emulex plus the fair market value of a share of
common stock of the Company.
 
           (e) Fair Market Value. For purposes of this Section 6.12, the fair
market value of a share of common stock of the Company and a share of common
stock of Emulex shall be the average of the closing sales prices per share of
common stock of the Company and common stock of Emulex, respectively, as quoted
on the NASDAQ National Market System as reported in the Wall Street Journal for
each of the 20 trading days beginning on the day following the Distribution
Date, and if there is no closing sale price reported on the NASDAQ National
Market System for either common stock of the Company or common stock of Emulex
for one or more days during such period, the determination shall be made
utilizing the earliest 20 days following the day following the Distribution Date
on which closing sales prices are reported for such stock.
 
        6.13  Other Provisions. Each option may contain such other terms,
provisions, and conditions not inconsistent with the Plan as may be determined
by the Board or Committee.
 
     7. TERMINATION OR AMENDMENT OF PLAN. The Board may at any time terminate or
amend the Plan; provided that, without approval of the stockholders of the
Company, there shall be, except by operation of the provisions of Section 6.10,
no increase in the total number of shares covered by the Plan, no change in the
class of directors eligible to receive options granted under the Plan, no
material increase in the benefits accruing to participants under the Plan, no
reduction in the exercise price of options granted under the Plan, and no
extension of the latest date upon which options may be exercised; and provided
further that, without the consent of the optionee, no amendment may adversely
affect any then outstanding option or any unexercised portion thereof held by
the optionee. Prior to August 15, 1996, the Plan may not be amended more than
once every six months, other than to comport with changes in the Code, the
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder.
 
     8. INDEMNIFICATION. In addition to such other rights of indemnification as
they may have as members of the Board or the Committee, the members of the Board
or the Committee administering the Plan shall be indemnified by the Company
against reasonable expenses, including attorney's fees, actually and necessarily
incurred in connection with the defense of any action, suit, or proceeding, or
in connection with any appeal therein, to which they or any of them may be a
party by reason of any action taken or failure to act under or in connection
with the Plan or any option granted thereunder, and against all amounts paid by
them in settlement thereof (provided such settlement is approved by independent
legal counsel selected by the Company) or paid by them in satisfaction of a
judgment in any action, suit, or proceeding, except in relation to matters as to
which it shall be adjudged in such action, suit, or proceeding that such member
is liable for negligence or misconduct in the performance of his duties,
provided that within 60 days after institution of any such action, suit, or
proceeding, the member shall in writing offer the Company the opportunity, at
its own expense, to handle and defend the same.
 
     9. STOCKHOLDER APPROVAL AND TERM OF PLAN. This is an amendment and
restatement of the Plan, which originally was adopted and effective January 25,
1994. This amendment and restatement of the Plan shall be subject to approval by
the stockholders of the Company within 12 months after adoption of this amended
and restated Plan by the Board. In the event stockholder approval of the Plan is
not obtained within such time period, the Plan shall be terminated and all
options granted pursuant to the amendment and restatement of the Plan shall be
void and of no effect. The amended and restated Plan shall become effective upon
its adoption by the Board and approval by stockholders (the "Effective Date")
and shall apply to options granted on or after the Effective Date. The terms of
options granted under the Plan prior to the Effective Date shall be governed by
the Plan terms in effect prior to the Effective Date. Unless sooner terminated
by the Board in its sole discretion, the Plan will expire on December 31, 2001.
 
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