Exhibit 10.2
 QLOGIC CORPORATION
2005 PERFORMANCE INCENTIVE PLAN
NON-EMPLOYEE DIRECTOR EQUITY AWARD PROGRAM
 1. Establishment; Purpose
 Program Plan Non-Employee Directors 2008
Annual Meeting
 2. Participation
 Director Award Eligible
Director
 3. Equity Award Grants
 3.1 Initial Award Grant Initial Grant
 3.2 Subsequent Annual Award Grants Annual Meeting Date Annual
Grant
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3.3 Proration of Annual Grants Initial Award Date
 3.4 Maximum Number of Shares
 4. Determination of Grant Levels
 4.1 Board or Administrator Approval Director Grant Period
 4.2 Types of Awards and Grant Levels
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The value of equity awards granted to non-employee directors
of each of a peer group of companies for the Corporation selected by the Board or the
Administrator for the applicable year (the Peer Group) will be determined by the
Board or Administrator (with options and similar awards granted by such companies
being valued as of the date of grant of the respective award using a Black 
Scholes or similar valuation model and with restricted stock units and similar
awards granted by such companies being valued as of the date of grant of the
respective award based on the closing market price on that date of grant of the
shares subject to the award), with separate determinations being made each year
for the value of equity awards granted to non-employee directors
generally, the value of equity awards granted to non-employee directors serving as
Chairman of the Board (or equivalent title), and the value of equity awards granted
to newly elected or appointed non-employee directors. The Board or the
Administrator will determine each year (i) a target amount (expressed in dollars)
for the Corporations Non-Employee Directors not serving as Chairman of the Board
(or equivalent title) at the 75th percentile of non-employee directors
for the Peer Group; (ii) if a Non-Employee Director is then serving as Chairman of
the Board (or equivalent title), a target amount (expressed in dollars) for the
Corporations Chairman of the Board at the 75th percentile of
non-employee directors serving as Chairman of the Board (or equivalent title) for
the Peer Group; and (iii) a target amount (expressed in dollars) for any newly
elected or appointed Non-Employee Director at the 75th percentile of
newly elected or appointed non-employee directors for the Peer Group (each, a
Target Amount). The Target Amount determined for new Non-Employee Directors
under clause (iii) above shall apply to any Non-Employee Director newly elected or
appointed to the Board during the applicable Director Grant Period identified in
Section 4.1. The Board or the Administrator, as applicable, will have discretion
to make appropriate adjustments in the data for the Peer Group and/or the Target
Amounts as necessary to carry out the intent of these provisions (which may
include, without limitation, adjustments to mitigate the effects of extraordinary
one-time grants made by Peer Group members, extraordinary changes in the time
commitments of directors, differences in the timing or frequency of grants, unusual
grant terms or types of awards not contemplated, or similar circumstances).
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    In the case of an Initial Grant, 100% of the Target Amount for any
newly elected or appointed Non  Employee Director will be delivered in the form
of a nonqualified stock option. In the case of an Annual Grant, the Target Amount
so determined will be allocated so that 35% of the applicable Target Amount will
be delivered in the form of an award of restricted stock units and 65% of the
applicable Target Amount will be delivered in the form of a nonqualified stock
option. The number of shares of Common Stock that will be subject to any such
restricted stock unit award will equal (i) the dollar value of the portion of the
applicable
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Target Amount to be granted in the form of such restricted stock unit
award, divided by (ii) the fair market value of a share of Common Stock on the
applicable Annual Meeting Date. The number of shares of Common Stock that will be
subject to any such nonqualified stock option will equal (x) the dollar value of
the portion of the applicable Target Amount to be granted in the form of such
nonqualified stock option, divided by (y) the per-share fair value of the option
on the applicable Annual Meeting Date (based on the Black  Scholes or similar
valuation method and assumptions then generally used by the Corporation in valuing
its options for financial statement purposes).
 5. Terms of Options
  6. Payment of Restricted Stock Units
  7. Vesting of Equity Awards
  
    
    the earlier of (i) the day prior to the annual meeting of the Corporations
stockholders that occurs in the calendar year following the calendar
year in which the award is granted or (ii) the first
anniversary of the date of grant;
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
    
    the earlier of (i) the day prior to the annual meeting of the Corporations
stockholders that occurs in the second calendar year following the calendar year
in which the award is granted or (ii) the second anniversary of the date of grant;
and
    
    the earlier of (i) the day prior to the annual meeting of the Corporations
stockholders that occurs in the third calendar year following the calendar year in
which the award is granted or (ii) the third anniversary of the date of grant.
 8. Termination of Directorship
  9. Plan Provisions; Award Agreement; Amendments; Administration
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