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SEC Filings
DEF 14A
QLOGIC CORP filed this Form DEF 14A on 07/23/1996
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<PAGE>   21
 
                                                                      APPENDIX A
 
                               QLOGIC CORPORATION
 
                    NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
 
     1. PURPOSE. The purpose of this QLogic Corporation Non-Employee Director
Stock Option Plan ("Plan") is to increase the proprietary and vested interest of
the non-employee directors of QLogic Corporation ("Company") in the growth and
performance of the Company by granting such directors options to purchase shares
of common stock of the Company, to encourage them to continue their services to
the Company, and to attract individuals of outstanding ability to serve on the
Board of Directors of the Company.
 
     2. NONQUALIFIED STOCK OPTIONS. The options granted under the Plan (each an
"option") will be options not specifically authorized or qualified for favorable
tax treatment under Section 422 of the Internal Revenue Code of 1986, as
amended, and any successor statutes ("Code") ("nonqualified stock options").
 
     3. ADMINISTRATION.
 
        3.1  Administration by Board. The Plan shall be administered by the
Board of Directors of the Company ("Board"). Subject to the provisions of the
Plan, the Board shall have authority to construe and interpret the Plan, to
promulgate, amend, and rescind rules and regulations relating to its
administration, and to make all of the determinations necessary or advisable for
administration of the Plan; provided, however, that the Board shall have no
discretion with respect to the selection of directors to receive options under
the Plan, the number of shares of stock subject to any such options, or the
purchase price thereof. The interpretation and construction by the Board of any
provision of the Plan, or of any agreement executed pursuant to the Plan, shall
be final and binding upon all parties. No member of the Board shall be liable
for any action or determination undertaken or made in good faith with respect to
the Plan or any agreement executed pursuant to the Plan.
 
        3.2  Administration by Committee. The Board may, in its sole discretion,
delegate any or all of its administrative duties to a committee (the
"Committee") of not fewer than two (2) members of the Board, all of the members
of which Committee shall be persons who, in the opinion of counsel to the
Company, are "disinterested persons" within the meaning of Rule 16b-3(c)(2)(i)
promulgated by the Securities and Exchange Commission. Effective on and after
August 15, 1996, the requirement that Committee members be disinterested persons
shall not apply and all of the members of the Committee shall be persons who, in
the opinion of counsel to the Company, are "non-employee directors" within the
meaning of Rule 16b-3(b)(3)(i) promulgated by the Securities and Exchange
Commission. If administration is delegated to a Committee, the Committee shall
have, in connection with administration of the Plan, the powers otherwise
possessed by the Board, subject, however, to such resolutions, not inconsistent
with the provisions of the Plan, as may be adopted from time to time by the
Board. The Board may abolish the Committee at any time and revest in the Board
the administration of the Plan. From time to time, the Board may increase or
decrease (to not less than two members) the size of the Committee, and add
additional members to, or remove members from, the Committee. The Committee
shall act pursuant to a majority vote, or the written consent of a majority of
its members, and minutes shall be kept of all of its meetings and copies thereof
shall be provided to the Board. Subject to the provisions of the Plan and the
directions of the Board, the Committee may establish and follow such rules and
regulations for the conduct of its business as it may deem advisable. No member
of the Committee shall be liable for any action or determination undertaken or
made in good faith with respect to the Plan or any agreement executed pursuant
to the Plan.
 
     4. ELIGIBILITY. Each director of the Company who satisfies the eligibility
criteria of this Section 4 (an "Eligible Director") shall receive an option
under the Plan pursuant to Section 6.1 hereof. A director is an Eligible
Director only if such director (i) is not then an employee of the Company or any
of its subsidiaries and (ii) has not, within three (3) years immediately
preceding such time, received any stock option, stock bonus, stock appreciation
right, or other similar stock award from the Company or any of its subsidiaries,
except as provided by this Plan. Only Eligible Directors may receive options
under the Plan. A director of the Company shall not be deemed to be an employee
of the Company or any of its subsidiaries solely by reason of the existence of
an agreement between such director and the Company or any subsidiary thereof
pursuant to
 
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