exv10w3






Exhibit 10.3




AMENDMENT

to

CHANGE IN CONTROL SEVERANCE AGREEMENT




     THIS AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Amendment”) is dated as
of October 20, 2010, to become effective November 15, 2010, by and between QLogic Corporation, a
Delaware corporation (the “Company”), and H.K. Desai (the “Executive”).



     WHEREAS, the Executive and the Company are parties to that certain Change in Control Severance
Agreement, dated as of December 19, 2008 (the “Agreement”);



     WHEREAS, the Executive and the Company have, concurrent with the execution of this Amendment,
entered into an employment agreement; and



     WHEREAS, the Executive and the Company desire to amend the Agreement as provided herein.



     NOW, THEREFORE, the parties agree as follows:



     1. Article 1 of the Agreement is hereby amended and restated to read in its entirety as
follows:



     “Article 1. Term





     This Agreement shall be effective as of November 15, 2006 (the “Effective Date”). This
Agreement will continue in effect through November 15, 2013. However, as of November 15,
2012 and each November 15 thereafter, the term of this Agreement shall be extended
automatically for one (1) additional year (such that on November 15, 2012 the term of this
Agreement shall be extended through November 15, 2014 and so on), unless the Committee
delivers written notice prior to such November 15 to the Executive that this Agreement will
not be extended or further extended, as the case may be, and if such notice is given this
Agreement will terminate at the end of the term then in progress.




     Notwithstanding the foregoing, in the event a Change in Control occurs during the
original or any extended term of this Agreement, this Agreement will remain in effect for
the longer of: (i) twenty-four (24) months beyond the month in which such Change in Control
occurred; or (ii) until all obligations of the Company hereunder have been fulfilled, and
until all benefits required hereunder have been paid to the Executive. For purposes of
clarity, subject to Section 3.1, benefits shall be payable to the Executive under this
Agreement only with respect to a single Change in Control of the Company. Accordingly, no
Change in Control after the first Change in Control shall be considered for purposes of this
Agreement.”



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     2. Exhibit B of the Agreement is hereby amended and restated to read in its entirety as
follows:



“EXHIBIT B




SECTION 280G PROVISIONS




	1.1	 	Limitation on Payments. If upon or following a Change of Control the tax imposed by
Section 4999 of the Code, or any similar or successor tax, (the “Excise Tax”) would
apply absent this Section 1.1, because of the Change of Control, to any payments, benefits
and/or amounts received by Executive as severance benefits or otherwise, including, without
limitation, any amounts received or deemed received, within the meaning of any provision of
the Code, by Executive as a result of (and not by way of limitation) any automatic vesting,
lapse of restrictions and/or accelerated target or performance achievement provisions, or
otherwise, applicable to outstanding grants or awards to Executive under any of the Company’s
equity incentive plans or agreements (collectively, the “Total Payments”), then
Executive’s benefits under this Agreement shall be either (a) delivered in full, or (b)
delivered as to such lesser extent which would result in no portion of such benefits being
subject to the Excise Tax, whichever of the foregoing amounts, taking into account the
applicable federal, state and local income taxes and the Excise Tax, results in the receipt by
Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all
or some portion of such benefits may be taxable under Section 4999 of the Code. The Company
shall reduce or eliminate the Total Payments by first reducing or eliminating any cash
severance benefits, then by reducing or eliminating any accelerated vesting of stock options,
then by reducing or eliminating any accelerated vesting of other equity-based awards, then by
reducing or eliminating any other remaining Total Payments.






	1.2	 	Determination. Any determination required under this section shall be made in
writing by PwC (or another national public accounting firm mutually acceptable to the parties)
(the “Accountants”), whose determination shall be conclusive and binding upon the
Executive and the Company for all purposes. For purposes of making the calculations required
by this section, the Accountants may make reasonable assumptions and approximations concerning
applicable taxes and may rely on reasonable, good faith interpretations concerning the
application of Sections 280G and 4999 of the Code. The Company and the Executive shall
furnish to the Accountants such information and documents as the Accountants may reasonably
request in order to make a determination under this section. The Company shall bear all costs
the Accountants may reasonably incur in connection with any calculations contemplated by this
section.”





     3. Except as expressly modified herein, the Agreement shall remain in full force and effect in
accordance with its original terms.



     4. Capitalized terms that are not defined herein shall have the meanings ascribed to them in
the Agreement.



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     5. This Amendment may be executed in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.



     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered
on the day and year first above written.



	 	 	 	 	 
	 	QLOGIC CORPORATION.

 	 
	 	By:  	/s/ Michael L. Hawkins
 	 
	 	 	Michael L. Hawkins, 	 
	 	 	Vice President and General Counsel 	 
	 
	 	EXECUTIVE

 	 
	 	/s/ H.K. Desai
 	 
	 	H.K. Desai 	 




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