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SEC Filings
DEF 14A
QLOGIC CORP filed this Form DEF 14A on 07/23/1996
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<PAGE>   23
 
        6.3  Notice and Payment. Any exercisable portion of an option may be
exercised only by:
 
           (a) delivery of a written notice to the Company, prior to the time
when such option becomes unexercisable under Section 6.4, stating the number of
shares being purchased and complying with all applicable rules established by
the Board or the Committee;
 
           (b) payment in full of the exercise price of such option by, as
applicable, (1) cash or check for an amount equal to the aggregate option
exercise price for the number of shares being purchased, (2) in the discretion
of the Board or Committee, upon such terms as the Board or Committee shall
approve, a copy of instructions to a broker directing such broker to sell the
common stock for which such option is exercised, and to remit to the Company the
aggregate exercise price of such options (a "cashless exercise"), or (3) in the
discretion of the Board or Committee, upon such terms as the Board or Committee
shall approve, the optionee may pay all or a portion of the purchase price for
the number of shares being purchased by tendering shares of the Company's common
stock owned by the optionee, duly endorsed for transfer to the Company, with a
fair market value (as determined pursuant to Section 6.2) on the date of
delivery equal to the aggregate purchase price of the shares with respect to
which such option or portion is thereby exercised (a "stock-for-stock
exercise");
 
           (c) payment of the amount of tax required to be withheld (if any) by
the Company or any parent or subsidiary corporation as a result of the exercise
of an option. The Optionee may pay all or a portion of the tax withholding by
(1) cash or check payable to the Company, (2) in the discretion of the Board or
Committee, upon such terms as the Board or Committee shall approve, cashless
exercise, (3) in the discretion of the Board or Committee, upon such terms as
the Board or Committee shall approve, stock-for-stock exercise, or (4) a
combination of (1), (2) and (3); and
 
           (d) delivery of a written notice to the Company requesting that the
Company direct the transfer agent to issue to the Optionee (or to his designee)
a certificate for the number of shares of common stock for which the Option was
exercised or, in the case of a cashless exercise, for any shares that were not
sold in the cashless exercise.
 
Any certificate(s) for shares of outstanding common stock of the Company used to
pay the exercise price shall be accompanied by stock power(s) duly endorsed in
blank by the registered holder of the certificate(s) (with the signature thereon
guaranteed). In the event the certificate(s) tendered by the optionee in such
payment cover more shares than are required for such payment, the certificate(s)
shall also be accompanied by instructions from the optionee to the Company's
transfer agent with respect to disposition of the balance of the shares covered
thereby.
 
        6.4  Term of Option. No option granted under the Plan shall be
exercisable after the expiration of the earlier of:
 
           (a) ten years following the date the option is granted; or
 
           (b) one year following the date the optionee ceases to be a director
of the Company for any reason.
 
        6.5  Exercise of Option. No option shall be exercisable during the
lifetime of an optionee by any person other than the optionee. An option shall
become exercisable as to one-third of the shares subject to the option on each
anniversary of the date the option is granted if the director to whom the option
is granted is still a director of the Company on such anniversary.
 
        6.6  No Transfer of Option. No option shall be transferable by an
optionee otherwise than by will or the laws of descent and distribution.
 
        6.7  Rights as a Stockholder or Director. An optionee or transferee of
an option shall have no rights as a stockholder of the Company with respect to
any shares covered by any option until the date of issuance of a share
certificate for such shares. No adjustment shall be made for dividends (ordinary
or extraordinary, whether cash, securities, or other property) or distribution
or other rights for which the record date is prior to the date such share
certificate is issued, except as provided in Section 6.10. Nothing in the Plan
 
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