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computer, two monitors and printer used by Departing Employee at no charge to DepartingEmployee; provided that such laptop computer will not contain software or other data. The Companywill pay the reasonable costs of an executive physical under the Company’s executive physicalprogram provided that Departing Employee completes the physical within 60 days after theSeparation Date.     III. **Non-Disparagement****.**Until the first anniversary of the date of this SeparationAgreement, Departing Employee agrees that he shall not (1) directly or indirectly, make or ratifyany statement, public or private, oral or written, to any person that disparages, eitherprofessionally or personally, QLogic or any of its affiliates, past and present, and each of them,as well as its and their trustees, directors, officers, members, managers, partners, agents,attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past andpresent, and each of them, or (2) make any statement or engage in any conduct that has the purposeor effect of disrupting the business of QLogic or any of its affiliates. Until the firstanniversary of the date of this Separation Agreement, QLogic, and its officers and directors,shall not, directly or indirectly, make or ratify any statement, public or private, oral orwritten, to any person that disparages, either professionally or personally, Departing Employee.Nothing in the preceding two sentences, however, shall in any way prohibit Departing Employee orQLogic from disclosing such information as may be required by law, or by judicial oradministrative process or order or the rules of any securities exchange or similar self-regulatoryorganization applicable to such person.IV.**Release****.**Departing Employee on behalf of himself/herself, his/herdescendants, dependents, heirs, executors, administrators, assigns, and successors, andeach of them, hereby covenants not to sue and fully releases and discharges QLogic andeach of its parents, subsidiaries and affiliates, past and present, as well as its andtheir trustees, directors, officers, members, managers, partners, agents, attorneys,insurers, employees, stockholders, representatives, assigns, and successors, past andpresent, and each of them, hereinafter together and collectively referred to as the“Releasees,” with respect to and from any and all claims, wages, demands, rights, liens,agreements, contracts, covenants, actions, suits, causes of action, obligations, debts,costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whateverkind or nature in law, equity or otherwise, whether now known or unknown, suspected orunsuspected, and whether or not concealed or hidden, which he/she now owns or holds orhe/she has at any time heretofore owned or held or may in the future hold as against anyof said Releasees, arising out of or in any way connected with his/her service as anofficer or employee of any Releasee, his/her separation from his/her position as anofficer or employee of any Releasee, or any other transactions, occurrences, acts oromissions or any loss, damage or injury whatever, known or unknown, suspected orunsuspected, resulting from any act or omission by or on the part of said Releasees, orany of them, committed or omitted prior to the date of this Separation Agreementincluding, without limiting the generality of the foregoing, any claim under Title VII ofthe Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discriminationin Employment Act, the Family and Medical Leave Act of 1993, the California FairEmployment and Housing Act, the California Family Rights Act, or any claim for severancepay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medicalinsurance or any other fringe benefit, workers’
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compensation or disability; provided that such release (i) shall not apply to anyobligation created by or arising out of this Separation Agreement for which receipt orsatisfaction has not been acknowledged; (ii) shall not apply to that certainIndemnification Agreement, dated April 7, 2006, between QLogic and Departing Employee(the “Indemnification Agreement”), which agreement shall continue in full force andeffect in accordance with its terms; (iii) shall not restrict Departing Employee fromexercising during the 90 day period after the Separation Date any stock options orexercising rights with respect to restricted stock units or other equity awards that werevested as of the Separation Date, all in accordance with the plan documents governingsuch awards; and (iv) shall not impair Departing Employee’s rights in the Companysponsored 401(k) plan, including any rights to matching contributions that are vested asof the Separation Date, all in accordance with the plan documents governing such plan.QLogic on behalf of itself, and its subsidiaries and affiliates, past and present, aswell as its and their trustees, directors, officers, members, managers, partners, agents,attorneys, insurers, employees, stockholders, representatives, assigns, and successors,past and present, and each of them, hereby covenants not to sue and fully releases anddischarges Departing Employee and each of his/her descendants, dependents, heirs,executors, administrators, assigns, and successors, past and present, and each of them,hereinafter together and collectively referred to as the “Departing Employee Releasees,”with respect to and from any and all claims, wages, demands, rights, liens, agreements,contracts, covenants, actions, suits, causes of action, obligations, debts, costs,expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind ornature in law, equity or otherwise, whether now known or unknown, suspected orunsuspected, and whether or not concealed or hidden, which it now owns or holds or it hasat any time heretofore owned or held or may in the future hold as against any of saidDeparting Employee Releasees, arising out of or in any way connected with DepartingEmployee service as an officer or employee of QLogic, his/her separation from his/herposition as an officer or employee of QLogic, or any other transactions, occurrences,acts or omissions or any loss, damage or injury whatever, known or unknown, suspected orunsuspected, resulting from any act or omission by or on the part of said DepartingEmployee Releasees, or any of them, committed or omitted prior to the date of thisSeparation Agreement including, without limiting the generality of the foregoing, anyclaim under Title VII of the Civil Rights Act of 1964, the Americans with DisabilitiesAct, the Age Discrimination in Employment Act, the Family and Medical Leave Act of 1993,the California Fair Employment and Housing Act, the California Family Rights Act, or anyclaim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance,health or medical insurance or any other fringe benefit, workers’ compensation ordisability; provided that such release (i) shall not apply to any obligationcreated by or arising out of this Separation Agreement for which receipt or satisfactionhas not been acknowledged; (ii) shall not apply to that certain IndemnificationAgreement, dated April 7, 2006, between QLogic and Departing Employee (the“Indemnification Agreement”), which agreement shall continue in full force and effect inaccordance with its terms; (iii) shall not restrict Departing Employee from exercisingduring the 90 day period after the Separation Date any stock options or exercising rightswith respect to restricted stock units or
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other equity awards that were vested as of the Separation Date, all in accordance withthe plan documents governing such awards; and (iv) shall not impair Departing Employee’srights in the Company sponsored 401(k) plan, including any rights to matchingcontributions that are vested as of the Separation Date, all in accordance with the plandocuments governing such plan.V**. 1542 Waiver****.**It is the intention of Departing Employee and QLogic inexecuting this instrument that the same shall be effective as a bar to each and everyclaim, demand and cause of action hereinabove specified. In furtherance of thisintention, Departing Employee and QLogic each hereby expressly waives any and all rightsand benefits conferred upon him/her or it by the provisions of SECTION 1542 OF THECALIFORNIA CIVIL CODE and each expressly consents that this Separation Agreement shall begiven full force and effect according to each and all of its express terms andprovisions, including those related to unknown and unsuspected claims, demands and causesof action, if any, as well as those relating to any other claims, demands and causes ofaction hereinabove specified. SECTION 1542 provides:     “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITORDOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OFEXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVEMATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”Departing Employee and QLogic each acknowledges that he/she or it understands the significance andconsequences of such release and such specific waiver of SECTION 1542.VI. **ADEA Waiver****.**Departing Employee expressly acknowledges and agrees that byentering into this Agreement, he/she is waiving any and all rights or claims that he/shemay have arising under the Age Discrimination in Employment Act of 1967, as amended,which have arisen on or before the date of execution of this Separation Agreement.Departing Employee further expressly acknowledges and agrees that:          **A.**In return for this Separation Agreement, he/she will receive consideration beyond thatwhich he/she was already entitled to receive before entering into this Separation Agreement;          **B.**He/She is hereby advised in writing by this Separation Agreement to consult with anattorney before signing this Separation Agreement;          **C.**He/She was given a copy of this Separation Agreement on July 14, 2008 and informed thathe/she had twenty-one (21) days within which to consider this Separation Agreement; and          **D.**He/She was informed that he/she had seven (7) days following the date of execution of thisSeparation Agreement in which to revoke this Separation Agreement.
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VII. **No Transferred Claims****.**Departing Employee warrants and represents thathe/she has not heretofore assigned or transferred to any person not a party to thisSeparation Agreement any released matter or any part or portion thereof and he/she shalldefend, indemnify and hold QLogic and each of its affiliates harmless from and againstany claim (including the payment of attorneys’ fees and costs actually incurred whetheror not litigation is commenced) based on or in connection with or arising out of any suchassignment or transfer made, purported or claimed.VIII. **Confidential Information and Non-Solicitation****.**A. Departing Employee, in the performance of his/her services on behalf of QLogicand its affiliates, has had access to, received and been entrusted withconfidential information, including but in no way limited to development,marketing, organizational, financial, management, administrative, production,distribution and sales information, data, specifications and processes presentlyowned or at any time in the future developed, by QLogic, its affiliates, or its ortheir agents or consultants, or used presently or at any time in the future in thecourse of its or their business that is not otherwise part of the public domain(collectively, the “Confidential Material”). All such ConfidentialMaterial is considered secret and was made available to Departing Employee inconfidence. Departing Employee represents that he has held all such informationconfidential and will continue to do so.          B. Departing Employee promises and agrees that for a period of one year after the SeparationDate, he will not, directly or indirectly, individually or as a consultant to, or as an employee,officer, stockholder, director or other owner of or participant in any business solicit (or assistin soliciting) any person who is an employee of the Company or any of its affiliates as of theSeparation Date to work for (as an employee, consultant or otherwise) any business, individual,partnership, firm, corporation or other entity whether or not engaged in competitive business withthe Company or any of its affiliates.IX**.****Miscellaneous****.**A. **Successors****.**1. This Separation Agreement is personal to Departing Employee and shall not,without the prior written consent of QLogic, be assignable by Departing Employee.2. This Separation Agreement shall inure to the benefit of and be binding uponQLogic and its respective successors and assigns and any such successor orassignee shall be deemed substituted for QLogic under the terms of this SeparationAgreement for all purposes. As used herein, “successor” and “assignee” shallinclude any person, firm, corporation or other business entity which at any time,whether by purchase, merger or otherwise, directly or indirectly acquires theownership of QLogic or to which QLogic assigns this Separation Agreement byoperation of law or otherwise.
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B. **Waiver****.**No waiver of any breach of any term or provision of thisSeparation Agreement shall be construed to be, nor shall be, a waiver of any otherbreach of this Separation Agreement. No waiver shall be binding unless in writingand signed by the party waiving the breach.C. **Modification****.**This Separation Agreement may not be amended or modifiedother than by a written agreement executed by Departing Employee and the ChiefExecutive Officer of QLogic or his designee.D. **Complete Agreement****.**This Separation Agreement constitutes and containsthe entire agreement and final understanding concerning Departing Employee’srelationship with QLogic and its affiliates and the other subject mattersaddressed herein between the parties, and supersedes and replaces all priornegotiations and all agreements proposed or otherwise, whether written or oral,concerning the subject matters hereof. The Indemnification Agreement and theEmployee Invention and Non-Disclosure Agreement by and between Departing Employeeand QLogic and entered into on or about August 26, 2001 (the “ConfidentialityAgreement”) are outside of the scope of the preceding sentence and each shallcontinue in effect in accordance with their respective terms. Any representation,promise or agreement not specifically included in this Separation Agreement, theIndemnification Agreement or the Confidentiality Agreement shall not be bindingupon or enforceable against either party. This Separation Agreement, theIndemnification Agreement and the Confidentiality Agreement constitute anintegrated agreement.          **E.****Litigation and Investigation Assistance****.**For a period of one year after theSeparation Date, Departing Employee agrees to cooperate in the defense of QLogic or any of itsaffiliates against any threatened or pending litigation or in any investigation or proceeding byany governmental agency or body that relates to any events or actions which occurred during orprior to the term of Departing Employee’s employment. For a period of one year after theSeparation Date, Departing Employee also agrees to cooperate in the prosecution of any claims andlawsuits brought by QLogic or any of its affiliates that are currently outstanding or that may inthe future be brought relating to matters which occurred during or prior to the term of DepartingEmployee’s employment. Departing Employee’s cooperation under this paragraph E shall be uponreasonable advanced notice and such cooperation shall not unreasonably interfere with DepartingEmployee’s then current work responsibilities and in any event shall not require more than twodays of Departing Employee’s time in any 30 day period. From and after the Separation Date,except as requested by QLogic or as required by law, Departing Employee shall not comment upon any(i) threatened or pending claim or litigation (including investigations or arbitrations) involvingQLogic or any of its affiliates or (ii) threatened or pending government investigation involvingQLogic or any of its affiliates.          **F.****Severability****.**If any provision of this Separation Agreement or the applicationthereof is held invalid, the invalidity shall not affect other provisions or applications of theSeparation Agreement which can be given effect without the invalid
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provisions or applications and to this end the provisions of this Separation Agreement aredeclared to be severable.          **G.****Choice of Law****.**This Separation Agreement shall be deemed to have been executedand delivered within the State of California, and the rights and obligations of the partieshereunder shall be construed and enforced in accordance with, and governed by, the laws of theState of California without regard to principles of conflict of laws.          **H.****Cooperation in Drafting****.**Each party has cooperated in the drafting andpreparation of this Separation Agreement. Hence, in any construction to be made of thisSeparation Agreement, the same shall not be construed against any party on the basis that theparty was the drafter.          **I.****Counterparts****.**This Separation Agreement may be executed in counterparts, and eachcounterpart, when executed, shall have the efficacy of a signed original. Facsimile copies ofsuch signed counterparts may be used in lieu of the originals for any purpose.          **J.****Arbitration****.**Any dispute, claim or controversy arising out of or relating to thisSeparation Agreement, its enforcement or interpretation, or because of an alleged breach, default,or misrepresentation in connection with any of its provisions, including the determination of thescope or applicability of this agreement to arbitrate, shall be submitted to final and bindingarbitration, to be held in Orange County, California before a sole arbitrator; provided, however,that provisional injunctive relief may, but need not, be sought in a court of law whilearbitration proceedings are pending, and any provisional injunctive relief granted by such courtshall remain effective until the matter is finally determined by the arbitrator. The arbitrationshall be administered by JAMS. Judgment on the award may be entered in any court havingjurisdiction. In the event either party institutes arbitration under this Separation Agreement,the party prevailing in any such proceeding, as determined by the arbitrator, shall be entitled,in addition to all other relief, to reasonable attorneys’ fees relating to such arbitration.QLogic shall be responsible for all costs of the arbitration, including but not limited to, thearbitration fees, court reporter fees, etc. Any dispute as to the reasonableness of costs andexpenses shall be determined by the arbitrator.          **K.****Supplementary Documents****.**All parties agree to cooperate fully and to execute anyand all supplementary documents and to take all additional actions that may be necessary orappropriate to give full force to the basic terms and intent of this Separation Agreement andwhich are not inconsistent with its terms.          **L.****Headings****.**The section headings contained in this Separation Agreement areinserted for convenience only and shall not affect in any way the meaning or interpretation ofthis Separation Agreement.          **M.****Taxes****.**Other than QLogic’s right to reduce the Severance for standardwithholding, Departing Employee shall be solely responsible for any taxes due as a result of thepayment of Severance and other benefits to be provided to Departing Employee herein. DepartingEmployee will defend and indemnify QLogic and each of its affiliates from and
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against any tax liability that any of them may have with respect to any such payment andagainst any and all losses or liabilities, including defense costs, arising out of DepartingEmployee’s failure to pay any taxes due with respect to any such payment.          I have read the foregoing Separation Agreement and I accept and agree to the provisions itcontains and hereby execute it voluntarily with full understanding of its consequences.          EXECUTED this 14th day of July, at Orange County, California.      **“Departing Employee”**